THORNEY TECHNOLOGIES LTD — M&A Activity 2012

Dec 20, 2012

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21 December 2012

ASX Limited Level 4, North Tower, Rialto 525 Collins Street Melbourne VIC 3000

Off-market takeover bid by Australian Renewable Fuels Limited for Wentworth Holdings Limited

Notice under item 8 of subsection 633(1) of the Corporations Act that bidder's statement and offers have been sent

We refer to the off-market takeover bid by Australian Renewable Fuels Limited ( ARfuels ) for all of the fully paid ordinary shares in Wentworth Holdings Limited ( Wentworth ) under Chapter 6 of the Corporations Act 2001 ( Act ).

In accordance with item 8 of subsection 633(1) of the Act, ARfuels notifies ASX that the bidder's statement ( Bidder's Statement ) and offers (incorporated in the Bidder's Statement) have been sent as required by item 6 of subsection 633(1) of the Act.

The offers are dated 21 December 2012.

A copy of the Bidder's Statement as mailed is attached.

ARfuels is separately releasing a disclosure notification (Form 604) in accordance with regulatory requirements, even though this shows no change to its current 19.41% relevant interest in Wentworth.

Yours faithfully,

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Mark Licciardo Company Secretary Australian Renewable Fuels Limited

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bidder’s statement

Containing a reCommended offer by

AustrAliAn renewAble Fuels limited abn 66 096 782 188

to aCquire all of your ordinary shares in

wentworth holdings limited

abn 41 080 167 264

you are offered 5.7 arfuels shares for eaCh of your WentWorth shares.

the WentWorth direCtors unanimously reCommend you ACCEPT the offer in respeCt of your shares in the absenCe of a superior proposal and a material adverse event.

the independent expert appointed by WentWorth has ConCluded that the offer is fair and reasonable to WentWorth shareholders. offer Closes at 7.00 pm (melbourne time) on 1 february 2013, unless extended

legal adviser to arfuels

this is an important document and requires your immediate attention.

if you are in any doubt as to how to deal with it, please consult your stockbroker, legal or financial adviser

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from ToP: distillation systems, proCess piping, tanK farm, esterifiCation systems.

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Key dates

Announcement Date 15 November 2012 Date that this Bidder's Statement was lodged with 17 December 2012 ASIC Date of the Offer 21 December 2012 Offer closes (unless extended or withdrawn) 7.00 pm 1 February 2013 (Melbourne time)

Announcement Date

Important notices

This Bidder's Statement is given by Australian Renewable Fuels Limited ACN 096 782 188 ( ARfuels ) to Wentworth Holdings Limited ACN 080 167 264 ( Wentworth ) under Part 6.5 of the Corporations Act and sets out certain disclosures required by the Corporations Act, together with the terms of the Offer to acquire Your Shares.

This Bidder's Statement is dated 17 December 2012. It includes an Offer dated 21 December 2012 on the terms set out in this Bidder's Statement.

A copy of this Bidder's Statement was lodged with ASIC on 17 December 2012. Neither ASIC nor its officers take any responsibility for the content of this Bidder's Statement.

Defined terms

A number of defined terms are used in this Bidder's Statement. Unless the contrary intention appears, the context requires otherwise or words are defined in Section 12 of this Bidder's Statement, words and phrases in this Bidder's Statement have the same meaning and interpretation as in the Corporations Act.

Investment decisions

In preparing this Bidder's Statement, ARfuels has not taken into account the individual objectives, financial situation or particular needs of individual Wentworth Shareholders. Accordingly, before making a decision whether or not to accept the Offer, you should consider seeking independent financial and taxation advice.

Disclaimer as to forward looking statements

Some of the statements appearing in this Bidder's Statement are in the nature of forward looking statements, including statements of current intention (which include those in Section 6 of this Bidder's Statement), statements of opinion and predictions as to possible future events.

You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. Forward looking statements and statements in the nature of forward looking statements are only predictions and are subject to inherent risks and uncertainties before actual outcomes are achieved. Those risks and uncertainties are not all within the control of ARfuels and cannot be predicted by ARfuels and include changes in circumstances or events that may cause objectives to change as well as risks, circumstances and events specific to the industry, countries and markets in which ARfuels and Wentworth and their respective related bodies corporate operate. They also include general economic conditions, acts of terrorism, health epidemics, prevailing exchange rates and interest rates and conditions in the financial markets that may cause objectives to change or may cause outcomes not to be realised. Although ARfuels believes that the expectations reflected in any forward looking statements included in this Bidder's Statement are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual outcomes, events or results may differ materially from the outcomes, events or results expressed or implied in any forward looking statement and any statement in the nature of a forward looking statement in this Bidder's Statement.

See Section 8 for a discussion of potential risks and other information relating to the forward looking statements and information.

Wentworth Shareholders should note that the historical performance of ARfuels is no assurance of its or the Merged Group's future financial performance.

None of ARfuels, or its respective officers, its financial adviser or persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any outcomes expressed or implied in any forward looking statement and any statement in the nature of a forward looking statement. You are cautioned not to place undue reliance on any forward looking statement or any statement in the nature of a forward looking statement having regard to the fact that the outcome may not be achieved. The forward looking statements and statements in the nature of forward looking statements in this Bidder's Statement reflect views held only as at the date of this Bidder's Statement.

Disclaimer as to Wentworth and Merged Group information

The information on Wentworth and Wentworth's securities contained in this Bidder's Statement has been prepared by ARfuels using publicly available information and certain non-public information made available to ARfuels by Wentworth.

The information in this Bidder's Statement concerning Wentworth and the assets and liabilities, financial position and performance, profits and losses and prospects of Wentworth, has not been independently verified by ARfuels or Wentworth. Accordingly, ARfuels and Wentworth do not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

The information on the Merged Group contained in this Bidder's Statement, to the extent that it incorporates or reflects information on Wentworth has also been prepared using publicly available information and certain non-public information made available to ARfuels by Wentworth. Accordingly, information in relation to the Merged Group is subject to the foregoing disclaimer to that extent. Further information relating to Wentworth's business is included in the Target's Statement, a copy of which accompanies this Bidder's Statement.

Risks

Wentworth Shareholders who accept the Offer will become shareholders in ARfuels. The financial performance and operations of ARfuels’ businesses, the price of ARfuels Shares and the amount and timing of any dividends (if any) that ARfuels pays will be influenced by a range of factors. Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However, many of these factors are beyond the control of ARfuels and the ARfuels Board. Many of these factors also affect the businesses of other companies operating in the same industry.

Please refer to the 'Summary of key risks' Section of this Bidder’s Statement and detailed risk factor information in Section 8 for further information in relation to certain risk factors associated with an investment in ARfuels. Wentworth Shareholders should consider carefully these risk factors and the other information contained in this Bidder’s Statement, and their personal circumstances. If necessary, Wentworth Shareholders should consult their legal, financial or other professional adviser before deciding whether to accept the Offer.

Offers outside Australia and its external territories

Wentworth Shareholders should note that the consideration under the Offer is ARfuels Shares, which are shares in an Australian public company listed on ASX. The Offer is subject to disclosure requirements in Australia which are different from those applicable in other countries. Subject to paragraph 2 below, Wentworth Shareholders whose address in Wentworth’s register of members is not in Australia and its external territories or New Zealand will not be entitled to receive ARfuels Shares as a consequence of acceptance of the Offer (unless ARfuels determines otherwise). In the event the Offer is declared unconditional, Ineligible Foreign Shareholders who accept the Offer will be paid a cash amount calculated in accordance with Section 11.7 of this Bidder’s Statement.

This Bidder’s Statement does not constitute an offer to issue or sell, or the soliciting of an offer to buy, any securities referred to in this Bidder’s Statement in any jurisdiction in which the issue of such securities would be unlawful. This Bidder’s Statement may not be distributed into any country outside Australia and its external territories or New Zealand except as ARfuels may determine is permissible under applicable law.

This Bidder’s Statement is not a New Zealand prospectus or an investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand) (or any other relevant New Zealand law). This Bidder’s Statement may not contain all the information that a prospectus or an investment statement under the New Zealand law is required to contain.

The only members of the public in New Zealand to whom ARfuels Shares are being offered to under the Offer are Wentworth Shareholders. The Offer is being made in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

The contents of this Bidder’s Statement have not been reviewed by any regulatory authority (in Australia or otherwise). You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Bidder’s Statement, you should obtain independent professional advice.

Privacy

ARfuels has collected your information from the Wentworth register of shareholders for the purpose of making the Offer and, if accepted, administering an acceptance over your holding of Wentworth Shares and issuing the offer consideration. The type of information ARfuels has collected about you includes your name, contact details and information on your shareholding in Wentworth. Without this information, ARfuels will be hindered in its ability to carry out the Offer. The Corporations Act requires the name and address of shareholders to be held in a public register. Your information may be disclosed on a confidential basis to ARfuels' related bodies corporate and external service providers, and may be required to be disclosed to regulators such as ASIC. If you would like details of information about you held by ARfuels please contact them at the following address: Level 5, 409 St Kilda Road, Melbourne VIC 3004.

Maps and diagrams

Any diagrams and maps appearing in this Bidder's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in charts, maps, graphs and tables is based on information available at the date of this Bidder's Statement.

Internet

Both ARfuels and Wentworth maintain internet sites. The ARfuels internet site is http://www.arfuels.com.au. The Wentworth internet site is http://www.wentworthholdings.com.au/. Information contained in, or otherwise accessible through, these internet sites is not a part of this Bidder's Statement. All references in this Bidder's Statement to these internet sites are inactive textual references to these sites and are for your information only.

How to accept

Acceptances of the Offer must be received in sufficient time to be acted upon before the close of the Offer Period. To accept the Offer, you must follow the instructions set out in Section 11.3.

Further information

If you are in any doubt as to how to deal with this document, you should contact your broker or your legal, financial or other professional adviser.

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Contents

Contents
Letter from the Chairman	2
Features of the Offer	4
Why you should accept the Offer	5
Summary of key risks	10
What you should do next	11
Frequently asked questions about the Offer	12
Detailed information sections	14
1 Information on ARfuels	15
2 Information on ARfuels' securities	21
3 Summary information on Wentworth	26
4 Information on Wentworth's securities	28
5 Effect of acquisition on ARfuels and the Merged Group	31
6 Intentions in relation to Wentworth	36
7 Offer consideration	39
8 Risks associated with the Offer	40
9 Taxation considerations	44
10 Other material information	47
11 The terms and conditions of the Offer	53
12 Definitions and interpretation	63
Approval of Bidder's Statement	68
Director Annexure A – Announcements since lodgement of 2012 Annual Report	68
Corporate Directory	70

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17 December 2012

Dear Wentworth Shareholder

Letter from the Chairman

On 15 November 2012, ARfuels and Wentworth announced a proposed merger comprising an off-market takeover ( Offer ) of Wentworth by ARfuels. Both companies consider that the Offer presents a compelling opportunity for both ARfuels and Wentworth Shareholders.

The Offer has been unanimously recommended by the Wentworth Directors in the absence of a Superior Proposal and a Material Adverse Event. In addition, the Independent Expert appointed by Wentworth has concluded the Offer is fair and reasonable.

1 Rationale for the Offer

The rationale for the Offer is to create value for both ARfuels and Wentworth shareholders. The transaction represents a material capital raising for ARfuels and provides access to substantial cash resources required by ARfuels for the financing of working capital, paying down corporate debt and funding future growth.

Should the proposed merger proceed to conclusion, by accepting shares in ARfuels you will:

• Hold shares in an entity whose principal activity involves the production and sale of high quality biodiesel and a steadfast commitment to environmental sustainability.

• Become a shareholder in an emerging, asset rich listed company with the required technical capability and economic resources to significantly increase production and sales.

• Benefit from a strong and growing order pipeline from major Australian and global customers and continued growth as the largest and only public-listed and national biodiesel company in Australia.

• Gain exposure to the biodiesel sector which has attractive and growing market fundamentals.

• Have enhanced share trading liquidity with potential for share price appreciation.

2 Wentworth Shareholder consideration and director representation in the combined entity

ARfuels is offering Wentworth Shareholders 5.7 ARfuels Shares for each Wentworth Share. Based on a ARfuels closing price on ASX on 14 December 2012 of $0.012, this values each Wentworth Share at $0.0684. Wentworth Shareholders are expected to hold approximately 34% of the combined entity (on a diluted basis, with outstanding Wentworth Options assumed to be exercised and accepted into the Offer before the close of the Offer) if the Offer is completed (not including any ARfuels Shares already held by Wentworth Shareholders).

The combined entity will have a strong board and a management team well equipped to deliver the strategy and plans for the Merged Group going forward. Vaughan Webber, Non-Executive Chairman of Wentworth, will join the ARfuels board on successful completion of the Offer.

2

3 Your directors unanimously recommend the Offer

The Wentworth Directors unanimously recommend that Wentworth Shareholders accept the Offer, in the absence of a Superior Proposal and a Material Adverse Event.

Wentworth Shareholders (including Wentworth Directors) have signed Pre-Bid Acceptance Agreements representing 19.4% of Wentworth’s Shares agreeing to accept the Offer.

4 Acceptance of the Offer

This Offer is currently scheduled to close at 7.00 pm (Melbourne time) on 1 February 2013. I encourage you to read the Bidder’s Statement and the accompanying Target's Statement carefully and accept the Offer.

To accept the Offer, please follow the instructions on the enclosed Acceptance Form.

5 The Offer presents a compelling opportunity

The board of ARfuels considers that the Offer presents a compelling opportunity for Wentworth Shareholders to realise full value for their Wentworth Shares. The Offer represents a material premium to Wentworth’s estimated cash backing per share and a significant premium to Wentworth’s share price in the lead up to the announcement of the Offer.

We look forward to welcoming you as a shareholder in ARfuels, Australia's largest and only national biodiesel company.

Yours sincerely

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Philip Garling Chairman

3

Features of the Offer

This summary provides an overview of the Offer and is qualified by the detailed information contained in this Bidder's Statement. You should read this Bidder's Statement, and the accompanying Target's Statement, in full before deciding whether or not to accept the Offer.

		Further
Feature	Description	information
The bidder	ARfuels (ASX code: ARW) is making the Offer. Operating since 2005, ARfuels	Section 1
	is Australia's only national biodiesel company with plants in Victoria, South
	Australia and Western Australia.
Offer	ARfuels offers to acquire all of Your Shares.	Section 11.1
Offer price	5.7 ARfuels Shares for each of Your Shares.	Section 11.1
Closing date	The Offer closes at 7.00 pm (Melbourne time) on 1 February 2013, unless it is	Section 11.2
	extended or withdrawn by ARfuels.
ARfuels	The earlier of:	Section 11.6
Share issue
	• one month after you accept the Offer or, if this Offer is still conditional at
	the time of your acceptance, one month after the Offer becomes
	unconditional; and
	• 21 days after the end of the Offer Period, provided that the Offer has
	become unconditional.
Conditions	In summary, the Offer is subject to the following conditions:	Sections 11.7(d),
	• 90% minimum acceptance	11.8 and 11.10
	• no prescribed occurrences
	• Wentworth conducting its business in the ordinary course
	• Wentworth not making or declaring, or announcing an intention to make or
	declare, any distribution
	• Wentworth having net cash of at least $14 million at all times until the end
	of the Offer Period

4

Why you should accept the Offer

The Directors of ARfuels believe that there are very compelling reasons to accept the Offer. These reasons, which are summarised below, are explained in further detail in this Section.

• 1 The Independent Expert appointed by Wentworth has concluded the Offer is fair and reasonable

• 2 Your Wentworth Board unanimously supports the Offer

• 3 The Offer represents a premium to Wentworth’s cash reserves

• 4 The Offer represents a significant premium for your Wentworth Shares

• 5 The Offer presents an opportunity to participate in continued growth in the biodiesel sector; and to participate in the continued growth of ARfuels biodiesel production, sales and profitability

• 6 The market for Wentworth Shares is illiquid and the merger is expected to improve liquidity of your shareholding

• 7 There are no competing offers

These reasons should be considered in conjunction with the risks associated with holding shares in ARfuels and with the merger. These are summarised in the Summary of key risks Section and set out in detail in Section 8.

5

1 The Independent Expert appointed by Wentworth has concluded the Offer is fair and reasonable

The Independent Expert appointed by Wentworth has concluded that the Offer is “fair and reasonable” to Wentworth Shareholders. The Independent Expert has assessed the value of a Wentworth Share on a control basis to be in the order of 6.37 cents per Wentworth Share. Based on the 1.2 cent closing share price of ARfuels Shares on 14 December 2012 (being the last practicable date before the date of this Bidder’s Statement), the agreed merger ratio implies a value of 6.84 cents per Wentworth Share.

2 Your Wentworth Board unanimously supports the Offer

The Wentworth Board unanimously recommends you ACCEPT the Offer in the absence of a Superior Proposal and a Material Adverse Event emerging. All Wentworth Directors have signed Pre-Bid Acceptance Agreements in respect of all Wentworth Shares they hold or control, representing an aggregate of 7.04% of Wentworth Shares.

3 The Offer represents a premium to Wentworth’s cash reserves

Since the sale of its property management business in December 2011, Wentworth has consistently traded at a material discount to its reported net tangible asset backing. This state of affairs is not uncommon for listed investment companies on the ASX and could be expected to persist in the absence of a transaction such as the one proposed by this Offer.

In contrast, the Offer reflects full value for the cash resources available to Wentworth and provides an opportunity to crystallise potential value greater than Wentworth’s existing net tangible asset backing which stood at 6.40 cents per Wentworth Share as at 30 November 2012.

Based on the 1.2 cent closing share price of ARfuels Shares on 14 December 2012, the Offer implies a purchase consideration of 6.84 cents per Wentworth Share or 7.0% premium to Wentworth’s cash backing per share (of 6.39 cents per Wentworth Share) as at 30 November 2012.

4 The Offer represents a significant premium for your Wentworth Shares

The Offer ratio of 5.7 ARfuels Shares for each Wentworth Share represents an attractive premium to the recent trading price of Wentworth Shares and the volume weighted average price (VWAP) of Wentworth Shares prior to the announcement of the Offer by ARfuels.

Based on the 1.2 cent closing share price of ARfuels Shares on 14 December 2012, the Offer implies a purchase consideration of 6.84 cents per Wentworth Share. On this basis the Offer represents a premium of:

• (a) 15.9% to Wentworth’s closing price on 14 December 2012;

• (b) 20.1% to Wentworth’s VWAP of 5.69 cents per Wentworth Share for the one month period up to and including 14 December 2012;

• (c) 23.9% to Wentworth’s VWAP of 5.52 cents per Wentworth Share for the three month period up to and including 14 December 2012; and

• (d) 27.6% to Wentworth’s VWAP of 5.36 cents per Wentworth Share for the six month period up to and including 14 December 2012.

6

Premium to Wentworth Share price

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----- Start of picture text -----

($)
0.08
0.0684 15.9% 20.1% 23.9% 27.6%
0.07
0.0590
0.06 0.0569 0.0552
0.0536
0.05
0.04
0.03
0.02
0.01
0.00
Offer price Closing price on 1-month VWAP up to & 3-month VWAP up to & 6-month VWAP up to &
14 December 2012 including including including
14 December 2012 14 December 2012 14 December 2012
Source: CapitalIQ
----- End of picture text -----

(Capital IQ has not consented to the use of the information in this Bidder’s Statement being included in this Bidder's Statement.)

5 The Offer presents an opportunity to participate in continued growth in the biodiesel sector; and to participate in the continued growth of ARfuels biodiesel production, sales and profitability

ARfuels’ stated objective is to be Australia’s first choice for biodiesel with an aim to partner with strong large corporates who have the capacity and desire to incorporate large volumes of biodiesel into their mainstream fuel mix.

ARfuels is well placed to capitalise on the benefits that biodiesel offers to an industry that has to deal with an increasing focus on reducing carbon emissions and in which companies are faced with a real carbon cost. Continued development of ARfuels distribution channels is expected to grow production for all three ARfuels’ plants towards annual name plate capacity of 150 million litres.

Since 1 July 2011 ARfuels has undergone substantial change and achieved a number of significant milestones in establishing its platform for future profitable sales and growth. These have included the following:

• Acquired the business of Biodiesel Producers Limited (BPL) including a biodiesel plant with name plate production capacity of 60 million litres per annum. This provides ARfuels with production facilities in three states of Western Australia, South Australia and Victoria and also provides additional distribution capability into New South Wales;

• Increased year on year sales in biodiesel from approximately 6 million litres in FY2011 to over 32 million litres in FY2012. Name plate production capacity across the group is some 150 million litres per annum leaving substantial scope for growth;

• Revenue growth of $6 million in FY2011 to over $38 million in FY2012;

• Produced a cash positive result for the second half of FY2012;

• First monthly net profit after tax recorded in August 2012 and this was repeated in September 2012;

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• For the Quarter ended 30 September 2012, ARfuels recorded unaudited management accounting sales results of greater than 12 million litres of biodiesel, revenue of over $15 million, an EBITDA result of $1.3 million and a small Net Loss after Tax of $23,000.

These results were driven by increasing demand for biodiesel which we believe will continue. The increasing demand is driven by the following key factors:

• Government Policy (both Federal and State) that supports carbon friendly products such as biodiesel. In particular, biodiesel used in mining and off road activities delivers a carbon tax advantage of over six (6) cents per litre over mineral diesel used in those applications. In Australia today the mining sector consumes over 9 billion litres of diesel per annum – at a 5% biodiesel inclusion level (B5) this equates to nominal demand for 450 million litres of biodiesel per annum and at a 20% inclusion level (B20) the nominal demand is 1.8 billion litres of biodiesel per annum.

• The installation of infrastructure for the storage and blending of biodiesel with mainstream diesel at the fuel terminals of the major oil companies. Infrastructure has been completed at terminals in New South Wales and Victoria and projects to install similar facilities in the other States are in development.

• The increasing demand for biodiesel at the consumer level has resulted in The Shell Company of Australia (Shell) launching a B20 blended product (inclusion of a 20% blend of biodiesel in mineral diesel) in New South Wales and Victoria – this is a world first for Shell and is expected to be rolled out to Western Australia and South Australia. Other oil companies are distributing B5 already and are also investigating the use of B20 blends in transport, mining and commercial applications.

ARfuels is currently operating on production levels of approximately 4 million litres per month delivering a quarterly result of $1.3 million in EBITDA and a small net loss for the quarter ended 30 September 2012. At full capacity the three plants would produce over 12 million litres per month and drive earnings accordingly. ARfuels focus is to grow the business towards name plate capacity over the next two years delivering incremental value for all of our stakeholders.

6 The market for Wentworth Shares is illiquid and the merger is expected to improve liquidity of your shareholding

There is a low level of trading in Wentworth Shares making it more difficult for Wentworth Shareholders to sell Wentworth Shares on-market. During the 12 months ending 14 December 2012 trading volumes in Wentworth Shares totalled 9.0 million (or 4.0% of Wentworth Shares on issue) with no trading activity in Wentworth Shares being recorded on 186 of the 255 ASX trading days during that period. Of the total volume observed, 3.0 million (or 33.8%) of the volume traded during the 12 months period stated above, related to Wentworth’s share buy-back plan announced 20 October 2011.

In contrast ARfuels has experienced on-market trading volumes of 482.1 million shares over the past 12 months, equivalent to 19.7% of shares currently on issue. ARfuels expects that share trading volumes of the Merged Group will increase following successful completion of the Offer.

If ARfuels acquires a significant proportion of Wentworth Shares (and waives or reduces the 90% minimum acceptance condition), trading volumes in Wentworth Shares may reduce further. In addition, depending on the level of acceptances of Wentworth Shares received at the end of the Offer Period, ARfuels is proposing that Wentworth convene a shareholders meeting and put a resolution for its delisting given the very low levels of trading and liquidity in Wentworth Shares on the ASX. It could be more difficult to sell your Wentworth Shares in these circumstances. ARfuels does not currently intend to waive the 90% minimum acceptance condition to the Offer but reserves the right to do so.

8

7 There are no competing offers

At the date of this Bidder’s Statement, there is no other offer that has been made or announced for Wentworth. ARfuels believes that a competing offer is unlikely given the acknowledgment by Wentworth management that Wentworth has previously reviewed numerous alternative options, and that ARfuels has entered into Pre-Bid Acceptance Agreements with Wentworth’s Directors and certain Wentworth Shareholders in respect of a total of 19.4% of Wentworth’s Shares.

For further details regarding the Pre-Bid Acceptance Agreements which ARfuels has entered into, please refer to Section 4.8 of this Bidder’s Statement.

9

Summary of key risks

Wentworth Shareholders who accept the Offer will become shareholders in ARfuels if the Offer is completed. The financial performance and operations of ARfuels' business, the price of ARfuels Shares and the amount and timing of any dividends that ARfuels pays (if any) will be influenced by a range of factors. Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However, many of these factors are beyond the control of ARfuels and the ARfuels Board.

This section provides a summary of the key risks associated with accepting the Offer. Please refer to Section 8 for further detailed information in relation to certain risk factors associated with an investment in ARfuels and the merger generally. Wentworth Shareholders should consider carefully these risk factors and the other information contained in this Bidder’s Statement, and their personal circumstances. If necessary, Wentworth Shareholders should consult their legal, financial or other professional adviser before deciding whether to accept the Offer.

Risk	Description	Further information
Sale price of	The sale price of biodiesel is directly linked to the market price of mineral	Section 8.2(a)
biodiesel	diesel and price fluctuations in the Singaporean benchmark price. Terminal
	gate prices for mineral diesel regularly fluctuate and are driven by several
	factors including the price of global crude oil.
Sales contracts,	ARfuels’ reliance on renewing current contracts plus the achievement of	Section 8.2(b)
market competition	new sales contracts will be required to achieve anticipated growth.
and consumer demand	The introduction of new biodiesel producers to the Australian market or the importation of biodiesel fuel to Australia could result in ARfuels facing
	increased competition which may adversely affect margins.
	Whilst the market and demand for alternative and environmentally friendly
	fuels remains buoyant, any negative view with this sentiment may
	adversely affect ARfuels.
Commodities/	The production of biodiesel is based on the conversion of agricultural	Section 8.2(c)
feedstock	commodity by-products into fuel, with ARfuels primary feedstock being
	tallow and used/waste vegetable oils. ARfuels may be affected should
	there be significant shortages of raw materials required to manufacture
	biodiesel.
Economic	ARfuels may be negatively affected by a prolonged downturn in economic	Section 8.2(d)
uncertainties	conditions and by credit and financial markets.
General market	ARfuels can be negatively affected by adverse securities investments and	Section 8.2(l)
risks	share markets and by macro-economic and political factors.
Government policy	Changes in industry related policy by the Government may negatively	Section 8.2(e)
	affect the performance of ARfuels.

10

What you should do next

What you should do next

• 1 Carefully read the entire Bidder's Statement and consider the information provided.

• 2 Read the Target's Statement provided by Wentworth, a copy of which accompanies this Bidder's Statement.

• 3 If you need advice, consult your broker or your legal, financial or other professional adviser.

If you have any queries about this document, the Offer or how to accept the Offer, please contact ARfuels on +61 3 9981 0010.

How to accept the Offer

If your Wentworth Shares are in a CHESS Holding, to accept you must either:

• instruct your Controlling Participant to accept the Offer on your behalf; or

• complete, sign and return the accompanying Acceptance Form in accordance with the instructions on it.

If you are a Participant (as defined in the ASX Settlement Operating Rules) the above does not apply. To accept the Offer you must initiate acceptance in accordance with the ASX Settlement Operating Rules.

If your Wentworth Shares are in an Issuer Sponsored Holding, to accept you must complete, sign and return the Acceptance Form in accordance with the instructions on it. Acceptance Forms must be received before the end of the Offer Period. If your SRN begins with an “I”, this indicates that your Wentworth Shares are in an Issuer Sponsored Holding.

The Offer is for all of Your Shares. Your acceptance of the Offer will be treated as being for all Your Shares registered as held by you at the date your acceptance is processed.

Further information on accepting the Offer is set out in Section 11.3.

11

Frequently asked questions about the Offer

Some key questions that you may have about the Offer are answered below. They are qualified by, and should be read in conjunction with, the detailed information contained in this Bidder's Statement. You should read the Bidder's Statement, and the accompanying Target's Statement, in full before deciding whether or not to accept the Offer.

If you have further questions, you can call ARfuels on +61 3 9981 0010.

		Further
Question	Answer	information
What is the Offer?	The Offer is5.7 ARfuels Sharesfor eachof Your Shares. If the aggregate	Section 11.1
	consideration payable includes a fraction of an ARfuels Share, the number of
	ARfuels Share entitled to be received will be rounded up.
What is the deemed	The deemed value of the Offer, based on the last recorded sale price of	Section 2.3
value of the Offer?	ARfuels Shares on ASX on 14 December 2012 (the last practicable date
	before the date of this Bidder's Statement) of 1.2 cents and the Offer of 5.7
	ARfuels Shares for 1 of Your Shares, is 6.84 cents per Wentworth Share.
What is this Bidder's	This Bidder's Statement was prepared by ARfuels for distribution to	inside front cover
Statement?	Wentworth Shareholders. It sets out the terms of the Offer for Your Shares
	and information relevant to your decision whether or not to accept the Offer.
How do I accept the	CHESS Holdings	Section 11.3
Offer?	If your Wentworth Shares are in a CHESS Holding, to accept you must either:	Acceptance Form
	• instruct your Controlling Participant (usually your broker) to accept the
	Offer for you; or
	• complete, sign and return the Acceptance Form.
	Issuer Sponsored Holdings
	If your Wentworth Shares are in an Issuer Sponsored Holding, to accept you
	must complete, sign and return the Acceptance Form.
	Signed Acceptance Forms must be sent to:
	Computershare Investor Services Limited
	GPO Box 52
	Melbourne VIC 3001
	Australia
	Your Acceptance Form must be received before the end of the Offer Period.
	A self-addressed envelope is enclosed.
If I accept the Offer,	Generally, ARfuels will provide the consideration to you under this Offer on or	Section 11.6
when will I receive the	before the earlier of:
ARfuels Shares
	• one month after you accept the Offer or, if this Offer is still conditional at
	the time of your acceptance, one month after the Offer becomes
	unconditional; and
	• 21 days after the end of the Offer Period, provided that the Offer has
	become unconditional.
Will I need to pay	You will not pay any stamp duty on accepting the Offer.	Section 9.6
brokerage, stamp duty or GST if I accept the Offer?	If your Wentworth Shares are registered in an Issuer Sponsored Holding in your name and you deliver them directly to ARfuels, you will not incur any brokerage connected with you accepting the Offer.

12

		Further
Question	Answer	information
	If your Wentworth Shares are in a CHESS Holding or you hold your
	Wentworth Shares through a bank, custodian or other nominee, you should
	ask your Controlling Participant (usually, your broker or the bank, custodian
	or other nominee) whether it will charge any transaction fees or service
	charges connected with you accepting the Offer.
	If you are a Foreign Ineligible Shareholder the proceeds you will be paid
	from the sale of your Wentworth Shares will be net of all costs including
	brokerage charges. You should also be conscious of the fees your bank will
	charge to negotiate an $A cheque drawn on an Australian bank.
What are the tax	A general summary of the likely Australian tax consequences of accepting	Section 9
implications of	the Offer is set out in Section 9. ARfuels recommends that you seek
acceptance?	independent professional advice in relation to your own particular
	circumstances.
Can I accept the Offer	No. You cannot accept the Offer for part of your holding. You may only	Sections 11.1(a)
for part of my holding?	accept the Offer for all of Your Shares.	and 11.3
	However, if you hold one or more parcels of Wentworth Shares as trustee or	Section 11.1(h)
	nominee, refer to Section 11.1(h) of this Bidder's Statement.
When does the Offer	The Offer is currently scheduled to close at 7.00 pm (Melbourne time) on 1	Section 11.2
close?	February 2013 unless extended or withdrawn.
Can ARfuels extend	Yes, the Offer Period can be extended at the election of ARfuels. Wentworth	Section 11.2
the Offer Period?	Shareholders will be sent written notice of any extension.
Can I withdraw my	Under the terms and conditions of the Offer, you cannot withdraw your	Section 11.5(a)
acceptance?	acceptance unless a withdrawal right arises under the Corporations Act.
	Such a withdrawal right will arise if, after you have accepted the Offer, the bid
	remains conditional and ARfuels varies the Offer in a way that postpones, for
	more than one month, the time when ARfuels has to meet its obligations
	under the Offer.
Can I sell my	Yes. However, if you have already accepted the Offer, you will be unable to	'Can I withdraw my
Wentworth Shares?	settle any subsequent sale of Your Shares, subject to you being eligible to	acceptance?'
	withdrawing your acceptance.	above.
What happens if the	If the conditions of the Offer, which are set out in detail in Section 11.7 are	Sections 11.8, 11.9
conditions of the Offer	not satisfied or waived before the Offer closes the Offer will lapse. ARfuels	and 11.10(b)
are not satisfied or	will make an announcement to ASX if the conditions of the Offer are satisfied
waived?	or waived during the Offer Period.
What happens if I do	If you do not accept the Offer and ARfuels acquires a Relevant Interest in at	Section 6.2(a)
not accept the Offer	least 90% of all of the Wentworth Shares and the other conditions of the Offer
and ARfuels achieves a	are satisfied or waived, ARfuels intends to proceed to compulsorily acquire
Relevant Interest in	Your Shares. If this occurs, Wentworth will be paid the Offer consideration
90% of the Wentworth	and you will have to claim the Offer consideration from Wentworth at the
Shares?	conclusion of the compulsory acquisition process. In these circumstances,
	you would have received the Offer consideration sooner if you had accepted
	the Offer prior to its close.

13

Detailed information sections

The information in the previous sections of this Bidder's Statement is only a summary of the Offer and is qualified by the detailed information set out in the remainder of this Bidder's Statement.

You should read this entire Bidder's Statement and the Target's Statement that Wentworth has prepared and which accompanies this Bidder's Statement before deciding whether to accept the Offer.

14

1 Information on ARfuels

1.1

Corporate Information

ARfuels is an ASX listed (ASX code: ARW) Australian biodiesel company with plants in Victoria, South Australia and Western Australia. Operating since 2005, ARfuels has an aggregate name plate annual fuel production capacity of 150 million litres.

1.2 Overview of ARfuels' principal activities

ARfuels’ principal business activities involve the marketing and sales of quality biodiesel which includes:

• Sales and marketing of biodiesel;

• The manufacture and distribution of biodiesel including quality control and logistics management;

• Blending with mineral diesel as necessary; and

• Procurement of raw materials (feedstock) and development of alternative feedstock and feedstock supply channels. ARfuels has a steadfast commitment to the environment and uses a range of tallows, used cooking oils and other waste vegetable oils in its production processes. None of these feedstocks are food grade products and all comply with strict sustainability standards.

ARfuels has deep experience and expertise in all of these activities with its senior operations management team involved in the biodiesel industry for over six years.

1.3 Directors and Executive Officers of ARfuels

Brief profiles of the directors and executive officers of ARfuels as at the date of this Bidder's Statement are as follows. Further details about the qualifications and experience of the directors and executive officers are available from www.arfuels.com.au.

• (a) Andrew White – Managing Director and Chief Executive Officer

Andrew was most recently a Director and Chief Operating Officer of Infrastructure Capital Group Limited, an investment management business with over $1 billion of equity funds under management and invested in infrastructure across Australia. Andrew led Biodiesel Producers Limited, an unlisted public Company that manufactures biodiesel from tallow and waste cooking oil as the Managing Director/Chief Executive Officer.

Andrew has sat on the Board and Management Committees for various large energy projects including Neerabup Power Station (330mW), Kwinana Power Station (320mW) and the Esperance Energy Project (336km Kambalda to Esperance Gas Pipeline and energy station).

With a chartered accounting background, Mr White also worked for 8 years with Arthur Andersen and 9 years in senior executive roles including Finance Director and Strategic Planning Director with Mars Inc. in Australia and New Zealand.

Andrew is a Director and Treasurer of the Biofuels Association of Australia - Australia's peak industry body for the biofuels industry.

(b) Philip Garling – Non-Executive Chairman

Philip has 25 years’ experience in Infrastructure Construction, Development, Operations and Investment Management, most recently as Global Head of Infrastructure at AMP Capital Investors. He has also been Chief Executive Officer of Tenix Infrastructure and prior to that he was a long term Senior Executive at Lend Lease Corporation culminating in his role as Chief Executive of Lend Lease Capital Services (the Development Capital, Infrastructure Development and Project Finance arm of Lend Lease).

15

Philip is a former member of the Federal Government Environment Industry Action Agenda, and a former Councillor of Environment Business Australia. Philip has a Bachelor of Building from the University of NSW. He also completed an Advanced Management Program at the Australian Institute of Management and an Advanced Diploma from the Australian Institute of Company Directors and is a Fellow of the Australian Institute of Company Directors, Australian Institute of Building and Institution of Engineers, Australia.

Philip was the foundation Chair of the ASX listed DUET Group. He is also a Director of Downer EDI Limited.

(c) Michael Costello AO – Non-Executive Director

Michael is the Chief Executive Officer of ActewAGL. Prior to his appointment in 2008, Michael was Managing Director of ACTEW Corporation, a member of the ACTEW Board and a member of the ActewAGL Joint Venture Partnerships Board from 2003. Michael is a member of the Advisory Council of the Australian National University’s Crawford School of Economics and Government.

Michael was previously Deputy Managing Director of the Australian Stock Exchange. He was Chief of Staff to the Hon Kim Beazley AC, the former Labor Opposition Leader and to the Hon Bill Hayden AC when he was the Minister for Foreign Affairs.

Michael has been the Secretary of the Department of Foreign Affairs and Trade and the Department of Industrial Relations. He has held a number of diplomatic posts including Ambassador to the United Nations.

Michael holds degrees in arts and law. He is a Fellow of the Australian Institute of Company Directors. He received an Order of Australia in 1996 for international relations.

(d) Deborah Page AM – Non-Executive Director

Deborah has extensive financial experience from a diverse range of Finance and Operational Executive roles, as well as external audit and corporate advisory roles.

Deborah was a partner at Touche Ross/KPMG Peat Marwick until 1992 and subsequently held Senior Executive positions with the Lend Lease Group, Allen Allen and Hemsley and the Commonwealth Bank. Deborah has considerable corporate governance experience and is currently on the Boards of several listed and unlisted companies including Service Stream Limited, Investa Listed Funds Management Limited (responsible entity of Investa Office Fund), The Colonial Mutual Life Assurance Society Limited and Commonwealth Insurance Limited.

Deborah holds a Bachelor of Economics from Sydney University and is a Fellow of the Institute of Chartered Accountants. Deborah has received an Order of Australia in 2006 for services to public health, business and the accounting profession.

(e) Julien Playoust – Non-Executive Director

Julien is Managing Director of AEH Group. He has worked across numerous sectors in capital structuring, mergers & acquisitions, strategy, change management, technology and supply-chain programs. His professional career includes Andersen Consulting and Accenture. He is also a Non-Executive Director of Tatts Group Limited.

Julien is a Director of private equity company MGB Equity Growth Pty Limited, Trustee of the Art Gallery NSW Foundation, Director of the National Gallery of Australia Foundation and on the Advisory Board of The Nature Conservancy. He is a Fellow of the AICD and a member of the Australian Institute of Management, Royal Australian Institute of Architects and The Executive Connection. He holds a MBA from UNSW, Bachelor of Architecture and Bachelor of Science from Sydney University and a Company Director Course Diploma from the AICD.

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(f) Michael Burgess – Chief Financial Officer

Michael started as Chief Financial Officer of ARfuels in February 2012. Michael has over 20 years of Accounting and Operations experience with 5 years’ experience as a Chief Financial Officer of listed entities. He has a Bachelor of Business (Accounting) and is a Chartered Accountant. After four years with Ernst & Young, he spent time working in a variety of finance roles within the funds management, sports marketing and management, manufacturing and advertising industries. In 1999 he joined MCM Entertainment Group Ltd (MCM) as Financial Controller and was integral to its listing on the ASX in December 2007. He became an Executive Director of MCM in February 2011.

(g) Christopher Attwood – Chief Operating Officer

Chris joined ARfuels from Biodiesel Producers Limited (BPL) on 1 November 2011. Chris has over 25 years of Engineering, Operations and Management experience with 2 years as General Manager of BPL. He has qualifications in Mechanical Engineering (Design) and has worked in a wide range of global projects in North and South America, Europe and Asia. Prior to joining BPL Chris worked in the food and fermentation industry in a variety of roles culminating in the position of Engineering Manager at Burns Philp and AB Mauri with responsibility for design and construction of a number of large green field projects in the Asian region.

17

1.4 Financial information on ARfuels

(a) Basis of presentation of historical financial information

The historical financial information below relates to ARfuels on a stand alone basis and accordingly does not reflect any impact of the Offer. It is an extract only and full financial accounts for ARfuels, which include the notes to the accounts, can be found in ARfuels' 2012 annual report released on 29 October 2012 (a copy of which is available at www.arfuels.com.au).

(b) Historical financial information of ARfuels

Statement of financial position

The historical balance sheet of ARfuels set out below has been extracted from the audited financial statements of ARfuels as at 30 June 2012, being the last audited financial statement prior to the date of this Bidder's Statement.

Statement of financial position as at 30 June 2012

	Consolidated
	2012 2011 $ $
Current assets Cash and cash equivalents Trade and other receivables Inventories Other Total current assets Non-current assets Property, plant and equipment Intangible assets Other Total non-current assets Total assets Current liabilities Bank overdraft Trade and other payables Provisions Amounts payable on acquisition Total current liabilities Non-current liabilities Amounts payable on acquisition Provisions Other Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Equity attributable to ow ners of the company Non-controlling interests Total equity	1,981,163 3,528,363 4,067,325 871,945 3,255,265 1,741,747 2,595,245 436,621
	11,898,998 6,578,676
	33,529,391 5,212,986 - 90 678,901 720,930
	34,208,292 5,934,006
	46,107,290 12,512,682
	5,862,547 - 11,335,568 2,812,832 302,389 182,010 4,142,875 -
	21,643,379 2,994,842
	1,301,000 - 123,860 - 13,650,000 -
	15,074,860 -
	36,718,239 2,994,842
	9,389,051 9,517,840
	124,176,890 114,576,984 1,515,136 4,008,038 (116,101,098) (108,929,064)
	9,590,928 9,655,958 (201,877) (138,118)
	9,389,051 9,517,840

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Statement of financial performance

The historical income statement of ARfuels set out below has been extracted from the audited financial statements of ARfuels for the 12 month period ended 30 June 2012, being the last audited financial statement prior to the date of this Bidder's Statement.

Statement of comprehensive income for the year ended 30 June 2012

	Consolidated
	2012 2011 $ $
Revenue from operations Cost of goods sold Inventory w rite off Gross profit Direct costs Corporate and administration expenses Staff costs Other revenue Finance income Depreciation and amortisation expenses Finance costs Loss before tax Income tax (expense) Loss for the year Attributed to: Owners of the parent Non-controlling interest Other comprehensive income Exchange reserve arising on translation of foreign operations Other comprehensive income for the year net of tax Total comprehensive income for the year Total comprehensive income attributable to: Ow ners of the parent Non-controlling interest Gain/(Loss) per share From continuing and continued operations: Basic (cents per share) Diluted (cents per share)	38,297,052 6,426,355 (33,872,312) (4,506,719) - (526,697)
	4,424,740 1,392,939 (3,858,696) (3,810,478) (2,870,083) (2,496,479) (3,013,175) (2,303,879) 1,780,882 141,688 87,211 69,884 (2,355,295) (1,015,948) (1,431,377) (106,063)
	(7,235,793) (8,128,336) - -
	(7,235,793) (8,128,336)
	(7,172,034) (8,063,938) (63,759) (64,398)
	(7,235,793) (8,128,336)
	(810) 2,447
	(810) 2,447
	(7,236,603) (8,125,889)
	(7,172,844) (8,061,491) (63,759) (64,398)
	(7,236,603) (8,125,889)
	(0.34) (0.71) (0.34) (0.71)

1.5 Publicly available information

The shares of ARfuels are listed on the ASX (ASX code: ARW). As such, ARfuels is a listed disclosing entity for the purposes of the Corporations Act and is subject to regular reporting and disclosure obligations. Specifically, as a listed company, ARfuels is subject to the ASX Listing Rules. A substantial amount of information concerning ARfuels is publicly available and may be accessed at www.arfuels.com.au.

ASX maintains files containing publicly disclosed information about all listed companies. ARfuels' file is available for inspection at the ASX during normal business hours. These files may be accessed through the ASX website.

19

In addition, ARfuels is also required to lodge various documents with ASIC. Copies of documents lodged with ASIC by ARfuels may be obtained from, or inspected at, an ASIC office. On request to ARfuels and free of charge, Wentworth Shareholders may obtain a copy of:

• the annual financial report of ARfuels for the year ended 30 June 2012 (being the annual financial report most recently lodged with ASIC before lodgement of this Bidder's Statement with ASIC); and

• any continuous disclosure notice given to the ASX by ARfuels since the lodgement with ASIC of the annual report for the year ended 30 June 2012 for ARfuels referred to above and before lodgement of this Bidder's Statement with ASIC.

1.6 Announcement in relation to the Offer

On 15 November 2012, ARfuels and Wentworth made a joint public announcement to the ASX in relation to the Offer.

A list of other public announcements made by ARfuels since 29 October 2012 (being the date on which ARfuels lodged its 2012 annual financial report with ASIC) are set out in Annexure A.

A copy of these announcements may be obtained from the ASX website.

20

2 Information on ARfuels' securities

2.1 Consideration

Subject to all of the conditions to the Offer being fulfilled or freed, if you accept the Offer you will receive 5.7 ARfuels Shares for each Wentworth Share you hold. This means that the value of the consideration which you will receive will fluctuate with the value of ARfuels Shares. Full details of the consideration to which you will be entitled are set out in Section 11.

2.2 ARfuels' issued securities

The total number of securities in each class in ARfuels at the date of this Bidder’s Statement is as follows:

(a) Shares

Class	Number
Fully paid ordinary shares	2,441,300,361

(b) ARfuels Options

	Expiry Date	Exercise Price	Number	Vesting Status
31	December 2012	$0.02	4,000,000	Fully Vested
26	March 2013	$0.10	150,000	Fully Vested
15	March 2013	$0.01	200,000,000	Fully Vested
22	September 2013	$0.10	190,000	Fully Vested
30	September 2014	$0.02	10,500,000	Fully Vested
15	December 2014	$0.03	45,000,000	Partly Vested1
28	February 2015	$0.03	57,500,000	Partly Vested2
15	March 2015	$0.04	40,000,000	Partly Vested3
30	November 2015	$0.04	15,000,000	Unvested4
	Total		372,340,000

Notes:

1. 15,000,000 options are fully vested, 15,000,000 options vest on 1 July 2013 and 15,000,000 vest on 1 July 2014.

2. 19,166,667 options are fully vested, 19,166,667 options vest on 1 July 2013 and 19,166,666 options vest on 1 July 2014.

3. 13,333,333 options are fully vested, 13,333,333 options vest on 31 August 2013 and 13,333,334 options vest on 31 August 2014.

4. 5,000,000 options vest on 1 July 2013, 5,000,000 options vest on 1 July 2014 and 5,000,000 options vest on 1 July 2015.

(c) Convertible notes

There are 273 convertible notes on issue with an aggregate Issue Price of $13,650,000 ( Convertible Notes ). Each Convertible Note carries a coupon rate of 10% annually, payable in arrears every half year on 1 May and 1 December of each calendar year.

The Convertible Notes are secured, and are not quoted on the ASX. Unconverted Convertible Notes mature on 1 November 2016 with a redemption value as calculated in the table below.

As notified to Convertible Note holders, ARfuels has elected to capitalise the accrued interest payable to 1 December 2012, an amount totalling $1,365,000.

21

A summary of the material terms of the Convertible Notes is as follows.

Issue Price per	$50,000
Convertible Note
Interest	10% per annum in arrears
Interest payment	1 May and 1 December
dates
Maturity Date	1 November 2016
Repayment	A Convertible Note must be redeemed, and the amount owing on a Convertible
	Note (including any capitalised or accrued interest) shall be repayable:
	a. on the Maturity Date;
	b. if interest on the Convertible Note is not paid on the due date, or within 5
	days of notice to do so from the noteholder whose interest was not paid
	on the due date;
	c. if ARfuels becomes insolvent within the meaning provided under the
	convertible note deed; or
	d. if ARfuels elects to redeem the Note.
Redemption value	In the event that the Convertible Notes are redeemed for cash the amount
	payable in cash will be equal to:
	a. if the redemption occurs on or before 1 May 2013, 105% of the Issue
	Price of the notes redeemed; or
	b. if the redemption occurs after 1 May 2013, 106% of the total Issue Price
	of the notes redeemed,
	plus all accrued or capitalised interest that has not been paid.
Elective	The Convertible Notes are convertible at any time after the first anniversary of the
conversion	Issue Date and prior to the date 14 days after the Maturity Date into fully paid
	ordinary ARfuels Shares upon election by the noteholder.
Conversion ratio	The number of ARfuels Shares to be issued on conversion of a Convertible Note
	will be calculated by dividing the aggregate principal money of the Convertible
	Note(s) being converted by the conversion price of 6 cents, but if a noteholder
	elects to convert the Convertible Notes within 14 days of the maturity date the
	conversion price will be the volume weighted average price (VWAP) of ARfuels
	Shares for the 3 month period prior to the maturity date less a discount of 10%.
	For every three ARfuels Shares issued on conversion of a Convertible Note,
	ARfuels will issue one ARfuels option with an exercise price of $0.03 per ARfuels
	Share and an expiry date two years from the date of issue.
Voting rights	The convertible notes are non-voting but entitle the noteholder to attend general
	meetings of ARfuels.
Security	The convertible notes are secured by charges and mortgages over assets and
	undertakings of Australian Renewable Fuels Adelaide Pty Ltd (ACN 107 953 720)
	and Biodiesel Producers Limited (ACN 099 165 876), as well as a charge over
	ARfuels in respect of all the shares which it holds in those companies. These
	securities are subordinate to the charge against the ARfuels Group overdraft with
	Suncorp Bank.

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2.3 Interests of ARfuels directors in ARfuels securities

As at the date of this Bidder's Statement, the following directors of ARfuels have a Relevant Interest in ARfuels securities:

Interest in ARfuels securities:
Director	Shares1	Options
Philip Garling	1,363,636	15,000,000
Andrew White	9,150,000	45,000,000
Michael Costello	3,095,000	15,000,000
Deborah Page	Nil	15,000,000
Julien Playoust	322,000,000	15,000,000

1. Includes all direct, indirect or associated party ownership.

2.4 Recent trading of ARfuels Shares

The last recorded sale price of ARfuels Shares on ASX on 14 December 2012 (the last practicable date before the date of this Bidder's Statement) was $0.012, giving ARfuels a market capitalisation of approximately $29.3 million[1] .

The highest recorded sale price of ARfuels Shares on ASX in the last four months before then was $0.014.

The lowest recorded sale price of ARfuels Shares on ASX in the last four months before then was $0.009.

The following chart shows the last recorded sale price of ARfuels Shares on ASX in the one year period ending 14 December 2012 (the last practicable date before the date of this Bidder's Statement) (sourced from Capital IQ).

ARfuels – last twelve months share price performance

==> picture [407 x 239] intentionally omitted <==

----- Start of picture text -----

($)
0.020
0.018
0.016
0.014
0.012
0.010
0.008
0.006
0.004
0.002
0.000
Dec 2011 Mar 2012 Jun 2012 Sep 2012 Dec 2012
----- End of picture text -----

Source: Capital IQ

2.5

Dividend history

ARfuels has not paid a dividend since its inception.

1 Being the sum of the number of fully paid ordinary shares on issue multiplied by $0.012.

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2.6 Rights and liabilities attaching to ARfuels Shares

(a) ARfuels' constitution

The rights and liabilities attaching to the ARfuels Shares which will be issued as the consideration under the Offer are set out in ARfuels' constitution and the Corporations Act. A copy of the constitution of ARfuels can be obtained from ARfuels (free of charge) by contacting ARfuels during the Offer Period.

The main rights and liabilities attaching to ARfuels Shares are summarised below.

(b) Meetings of shareholders and voting rights

ARfuels Directors may call a meeting of members whenever they think fit. ARfuels Shareholders may call a meeting as provided by the Corporations Act. ARfuels' constitution contains provisions prescribing the content requirements for notices of meetings of members, and all members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of members is two natural persons, each of whom is or represents different ARfuels Shareholders who are eligible to vote.

ARfuels holds its annual general meetings in accordance with the Corporations Act and the ASX Listing Rules.

Subject to any rights or restrictions for the time being attached to any ARfuels Shares or any class of ARfuels Shares, each ARfuels Shareholder is entitled to receive notice of, attend and vote at a general meeting of members. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only, despite the number of members the person represents.

On a poll each eligible member has one vote for each ARfuels Share held and a fraction of a vote for each partly paid ARfuels Share determined by the amount paid up on that ARfuels Share.

(c) Dividends

Subject to any rights attaching to ARfuels Shares which may in the future be issued with special or preferred rights, the ARfuels Directors may fix the amount, the time for payment and the method of payment of a dividend. Subject to any special rights attaching to ARfuels Shares (such as preference shares), dividends will be paid proportionately to the number of ARfuels Shares held by each member. ARfuels is not required to pay any interest on dividends.

(d) Winding up

If on a winding up of ARfuels there remains a surplus, then under ARfuels' constitution and subject to any rights attaching to ARfuels Shares which may in the future be issued with special or preferred rights, all assets representing the surplus that may be legally distributed among ARfuels Shareholders may be so distributed in proportion to the ARfuels Shares held by each ARfuels Shareholder pursuant to the terms of a special resolution of members.

24

(e) Directors

Under the provisions of ARfuels' constitution, unless changed by ARfuels in general meeting, the minimum number of ARfuels Directors is 3 (at least 2 of whom must ordinarily reside in Australia) and the maximum is 9. The existing ARfuels Directors may appoint a new ARfuels Director to fill a casual vacancy or as an addition to the ARfuels Board. Any such ARfuels Director must retire at the next annual general meeting of the company (at which meeting he or she may be eligible for election as a ARfuels Director). Each ARfuels Director will retire from office no later than at the third annual general meeting following his or her last election or appointment by a general meeting, but may submit himself or herself for, and will be eligible, for re-election.

The business of ARfuels is to be managed by or under the direction of the ARfuels Directors. The ARfuels Directors are not required by ARfuels' constitution to hold any ARfuels Shares.

(f)

Unmarketable Parcels

Once in any 12 month period, ARfuels can give written notice to the shareholder who holds an Unmarketable Parcel of its intention to sell the Unmarketable Parcel. The shareholder has at least 6 weeks after the notice is given (or lesser period permitted by the Corporations Act or the ASX Listing Rules) at which time, unless the shareholder notifies ARfuels that their shares are not to be sold, ARfuels may sell the Unmarketable Parcel. This power to sell ceases to have effect if a takeover is announced but may be resumed again after the close of the offer made under the takeover offer.

(g) Transfer of shares

Subject to ARfuels' constitution, the Corporations Act and the ASX Listing Rules, ARfuels Shares are freely transferable.

ARfuels participates in the electronic share registration and transfer system known as CHESS, which is operated by ASX Settlement, a wholly-owned subsidiary of ASX, in accordance with the ASX Listing Rules and ASX Settlement Operating Rules. Under CHESS, ARfuels will issue holding statements in lieu of share certificates.

All transfers must comply with ARfuels' constitution, the ASX Listing Rules, the ASX Settlement Operating Rules and the Corporations Act. The ARfuels Directors may refuse to register a transfer of ARfuels Shares, or request ARfuels' share registry to apply a holding lock to prevent a transfer, in the circumstances identified in ARfuels' constitution or as otherwise permitted or required under the Corporations Act or the ASX Listing Rules. If the ARfuels Directors refuse to register a transfer, they must give the lodging party written notice in accordance with the ASX Listing Rules. The ARfuels Directors must refuse to register a transfer of ARfuels Shares where required to do so by the ASX Listing Rules or the Corporations Act, or where such transfer would be in breach of a restriction agreement entered into by ARfuels in respect of the relevant ARfuels Shares.

(h) Officers indemnities and insurance

Under ARfuels' constitution, to the extent permitted by law, ARfuels indemnifies every person who is or has been an officer or auditor of ARfuels against a liability incurred by that person in his or her capacity as an officer or auditor.

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3 Summary information on Wentworth

3.1

Target's Statement

Up to date information regarding Wentworth is included in the Target's Statement issued by Wentworth, which accompanies this Bidder's Statement.

3.2

Disclaimer

Unless otherwise provided in this Bidder’s Statement, the information in this section concerning Wentworth has been prepared by ARfuels using primarily publicly available information and other information provided by Wentworth, which have not been independently verified. Accordingly ARfuels does not make any representation or warranty, express or implied, as to the accuracy or completeness of this information, other than as required by the Corporations Act. The information on Wentworth should not be considered comprehensive. Further information relating to Wentworth may be included in Wentworth’s Target Statement.

For the purposes of confirming its assessment whether or not to proceed with the Offer, ARfuels was given limited access by Wentworth pursuant to a confidentiality agreement and undertook due diligence in relation to certain information concerning Wentworth which has not been disclosed generally to Wentworth Shareholders. Otherwise than as contained elsewhere in this Bidder’s Statement or in the Target's Statement, none of the information to which it was given access is of such a nature and which, if the information were generally available, a reasonable person would expect to have a material effect on the price or value of Wentworth Shares.

However, the fact that ARfuels' decision to make the Offer was confirmed by its review of the information to which it had access may itself be regarded as information material to a decision whether or not to accept an Offer.

3.3 Overview of Wentworth and its principal activities

At a general meeting of Wentworth held on 15 December 2011, Wentworth Shareholders approved Wentworth’s disposal of its main undertaking, namely assets and controlled entities that held assets and liabilities concerning Wentworth’s property management businesses for approximately $18.7 million in cash and deferred consideration.

Wentworth has advised ARfuels that since the approval of the disposal of the main undertaking, it has actively sought a new undertaking with this process involving meeting with various potential investees or contacts to source potential suitable investments. In the course of this activity, it became apparent to the Wentworth Board that:

• there were limited quality businesses suitable for Wentworth;

• quality businesses available and potentially suitable for Wentworth were considered too expensive, particularly given the economic outlook; and

• there were opportunities to acquire investments in entities (both listed and unlisted) that would likely provide more reliable longer term returns (capital and revenue) and less volatility given the ability to diversify risk with available capital.

On the basis of the above, subject to Wentworth Shareholder approval, it was proposed that Wentworth change its main undertaking to that of an investment company. Wentworth Shareholders approved the change of Wentworth’s main undertaking to that of an investment company at a general meeting held on 6 August 2012.

Following the change in main undertaking, the Wentworth Board formed an investment committee. This committee has met several times to assess investment opportunities. As at the date of this Bidder's Statement, all available funds of Wentworth are held at call and in short term deposits. Following this process, the Wentworth Board entered into dialogue with ARfuels and after conducting extensive due diligence including site visits and regularly engaging with ARfuels Directors and management, the Wentworth Board agreed to a proposed merger with ARfuels.

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3.4 Directors of Wentworth

The following are the directors of Wentworth:

• Vaughan Webber - Non-Executive Chairman (who will join the ARfuels Board on successful completion of the Offer)

• Colin N Cowden - Non-Executive Director

• Hugh W Robertson - Non-Executive Director

• Nigel W Sharp - Non-Executive Director

Further information on the background of each Wentworth Director is set out in the Target's Statement.

3.5 Historical financial information on Wentworth

Wentworth’s financial report for the year ending 30 June 2012 is available on Wentworth’s website. If you do not have internet access, you can obtain a copy of these reports by contacting the Wentworth Company Secretary, Ron Hollands at ron.hollands@wentworthholdings.com.au.

3.6 Risks associated with Wentworth

Key risks associated with Wentworth are described in the Target's Statement.

3.7

Publicly available information

Wentworth is a company listed on ASX and is subject to the periodic and continuous disclosure requirements of the Corporations Act and ASX Listing Rules. For information concerning the financial position and affairs of Wentworth, you should refer to the information that has been disclosed by Wentworth in accordance with these obligations. This information may be accessed through the ASX website.

3.8 Further information on Wentworth

Further information relating to Wentworth can be found in the Target's Statement and on Wentworth's website http://www.wentworthholdings.com.au/.

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4 Information on Wentworth's securities

4.1

Disclaimer

Unless otherwise provided in this Bidder’s Statement, the information in this section concerning Wentworth's securities has been prepared by ARfuels using primarily publicly available information and has not been independently verified. Accordingly ARfuels does not make any representation or warranty, express or implied, as to the accuracy or completeness of this information, other than as required by the Corporations Act. The information on Wentworth should not be considered comprehensive. Further information relating to Wentworth may be included in Wentworth’s Target Statement.

4.2 Wentworth’s issued securities

The total number of securities in each class in Wentworth at the date of this Bidder’s Statement is as follows:

• (a) Shares

Class	Number
Fully paid ordinary shares	223,351,239

(b) Other securities

There are 15 million Wentworth Options held by Charles Michael Tarbey (former Executive Director of Wentworth). The Wentworth Options have an exercise price of 6 cents each and expire no later than 20 January 2013. If exercised, the Offer will extend to the Wentworth Shares issued on their exercise.

4.3 Wentworth Shareholders

As at the date of this Bidder's Statement, the substantial shareholders of Wentworth as notified to ASX (and supplemented by information provided by Wentworth to ARfuels) were as follows:

Shareholder	Shares	Percentage interest
Thorney Holdings Pty Ltd	54,887,978	24.58%
John Rubino Superannuation Fund	30,745,743	13.77%
Ticudi Pty Limited	16,716,165	7.48%

4.4 ARfuels' interests in Wentworth’s securities

	At the date of this Bidder’s	At the date first Offer is
	Statement	sent
Voting power in	19.4% under Pre-Bid Acceptance	19.4% under Pre-Bid Acceptance
Wentworth	Agreements, details of which are	Agreements, details of which are set
	set out in Section 4.8	out in Section 4.8
Relevant interest in	19.4% under Pre-Bid Acceptance	19.4% under Pre-Bid Acceptance
Wentworth Shares	Agreements, details of which are	Agreements, details of which are set
	set out in Section 4.8	out in Section 4.8

ARfuels acquired its interest in Wentworth on 15 November 2012.

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4.5 Interests of Wentworth directors in Wentworth securities

As at the date of this Bidder's Statement, the following directors of Wentworth have a Relevant Interest in Wentworth Shares:

Interest in Wentworth Shares:
Director	Shares	Nature of
		Relevant Interest
Vaughan Webber	216,424	Direct
Colin N Cowden	5,982,009	Indirect
Hugh W Robertson	5,689,145	Indirect
Nigel W Sharp	5,380,724	Indirect

As at the date of this Bidder's Statement, no directors of ARfuels have a Relevant Interest in Wentworth Shares.

4.6 Dealings in Wentworth Shares

• (a) Previous four months

Neither ARfuels nor any of its associates has provided, or agreed to provide, consideration for Wentworth Shares under any purchase or agreement during the four months before the date of this Bidder’s Statement.

(b) Period before Offer

Neither ARfuels nor any of its associates has provided, or agreed to provide, consideration for Wentworth Shares under any purchase or agreement during the period starting on the date of this Bidder’s Statement and ending on the date immediately before the date of the Offer.

4.7

Recent share price performance of Wentworth

The last recorded sale price of Wentworth Shares on ASX on 14 December 2012 (the last practicable date before the date of this Bidder's Statement) was $0.059, giving Wentworth a market capitalisation of approximately $13.2 million[2] .

The highest recorded sale price of Wentworth Shares on ASX in the last four months before then was $0.059.

The lowest recorded sale price of Wentworth Shares on ASX in the last four months before then was $0.050.

4.8 Pre-Bid Acceptance Agreements

On 15 November 2012 ARfuels entered into pre-bid acceptance agreements (Pre-Bid Acceptance Agreements) with each of the following Wentworth Shareholders (Pre-Bid Accepting Shareholders) in respect of a total of 43,349,750 Wentworth Shares, representing 19.4% of Wentworth's issued share capital as at the date of this Bidder's Statement:

Wentworth Shareholders	Wentworth Shares
Vaughan Webber	216,424
Ballina Group Pty Limited	1,600,000
Conard Holdings Pty Limited	3,700,009
Blackcat Holdings Pty Limited	682,000
Bungeeltap Pty Limited	4,147,962

2 Being the sum of the number of fully paid ordinary shares on issue multiplied by $0.059.

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Thirty-Fifth Celebration Pty Limited	10,386,466
Australian Reproductive Medicine Clinics Pty Ltd	520,000
Chameleon Super Pty Limited	3,358,082
Ticudi Pty Limited	13,358,083
N Sharp Superannuation Pty Limited	5,380,724
Total	43,349,750

Under the Pre-Bid Acceptance Agreements, the Pre-Bid Accepting Shareholders have agreed to accept the Offer in respect of the above Wentworth Shares within five Business Days of the Offer being open for acceptance, for a consideration of 5.7 ARfuels Shares for each Wentworth Share. The Accepting Shareholders will be released from all obligations under the Pre-Bid Acceptance Agreements if prior to the time required for acceptance by the Pre-Bid Accepting Shareholder of the Offer, another takeover bid for all the Wentworth Shares is open for acceptance at a higher price which is recommended by the Wentworth Board and ARfuels does not increase its Offer price to at least match that higher price.

The above summary of the Pre-Bid Acceptance Agreements does not purport to be exhaustive or constitute a definitive statement of the rights and liabilities of each of ARfuels and the Pre-Bid Accepting Shareholders under the Pre-Bid Acceptance Agreements. The full terms of the Pre-Bid Acceptance Agreements are annexed to the Form 603 lodged by ARfuels with the ASX on 15 November 2012, a copy of which may be obtained from the ASX website.

4.9

No pre-Offer benefits

During the period beginning four months before the date on which this Bidder’s Statement is lodged with ASIC and ending the day immediately before the date of the Offer, neither ARfuels or any of its associates gave, or offered to give, or agreed to give a benefit to another person which was likely to induce the other person, or an associate of the other person, to:

• accept the Offer; or

• dispose of Wentworth Shares,

and which is not offered to all holders of the Wentworth Shares under the Offer.

4.10

No escalation agreements

Neither ARfuels nor any of its associates has entered into any escalation agreement that is prohibited by Section 622 of the Corporations Act.

4.11 Further information on Wentworth's securities

Further information relating to Wentworth can be found in the Target's Statement, a copy of which accompanies this Bidder's Statement.

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5 Effect of acquisition on ARfuels and the Merged Group

5.1 Merged Group

The following table sets out a summary of the issued capital and other pro forma financial information of the Merged Group.

Company	Wentworth	ARfuels	Merged Group
ASX Ticker	WWM	ARW	ARW
Shares on Issue (million)1	223.4	2,441.3	3,799.9
Options on Issue (million)2	15.0	372.3	372.3
Cash (A$m) 3	14.3	0.7	15.9
Convertible Notes face value (A$m) 4	--	13.7	13.7
Other interest bearing debt (A$m)5	--	7.1	7.1
Merged Group net financial debt (A$m)6	--	--	4.8

Notes:

• 1 As at 14 December 2012 (being the last practicable date before the date of this Bidder's Statement). The Merged Group shares on issue assumes that 100% of Wentworth is acquired and consideration is provided under the offer ratio of 5.7 ARfuels Shares for each Wentworth Share. This includes ARfuels Shares expected to be issued upon the exercise of 15.0 million Wentworth Options prior to the Closing Date of this Offer. This excludes any ARfuels Shares which may be issued to ARfuels’ financial advisors pursuant to the contingent fee structure arrangements outlined in Section 10.6 of this Bidder’s Statement.

• 2 As at 14 December 2012 as per Section 2.2(b). Wentworth Options on issue are due to expire or be exercised prior to the Offer close, as such the Merged Group analysis is presented on the basis that they will be exercised and accepted into the Offer.

• 3 Wentworth and ARfuels cash balances as at 30 November 2012. Merged Group cash balance as at 30 November 2012, adjusted to reflect $0.9 million in proceeds from exercise of 15.0 million Wentworth options and are stated pre any adjustments for the impact of combined transaction costs.

• 4 Convertible Notes on issue reflect their face value as at June 30 2012 as per Section 5.4.

• 5 Other interest bearing debt reflects the ARfuels overdraft facility balance at 30 November 2012 and accrued interest payable to Convertible Note holders.

• 6 Merged Group net financial debt is calculated as the sum of the face value of Convertible Notes outstanding and other interest bearing debt less the pro forma cash balance. Please note the table may not add due to rounding.

5.2

Corporate strategy

ARfuels has made steady progress over the past eighteen months to establish a platform for profitable sales and production growth. To date the achievements include:

• The acquisition of Biodiesel Producers Limited (BPL) providing an additional 60 million litres of production capacity. ARfuels now has production facilities in Western Australia (Picton), South Australia (Largs Bay) and Victoria (Barnawartha). ARfuels now has distribution capabilities in Western Australia, South Australia, Victoria and New South Wales.

• A positive turnaround in financial performance including:

• A cash positive second half to FY2012;

• Biodiesel sales volumes growing from 6 million litres in FY2011 to 38 million litres in FY2012 with corresponding revenue growing from $6 million to $38 million;

• From sales of 12 million litres for the quarter ended 30 September 2012, unaudited management accounts indicate revenue of $15 million, EBITDA of $1.3 million and a small Net Loss After Tax of $23,000.

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• Completion of biodiesel infrastructure for the storage and blending of biodiesel at major diesel terminals in Sydney and Melbourne, with Perth and Adelaide under development.

• An experienced Board and Management team in place with a clear strategic plan and direction for the progress of the business.

• A positive market and demand base for biodiesel supported by the growing emphasis on the environment and carbon control by industry and Government policy.

ARfuels is ideally positioned to take the next step. A growing order and demand pipeline along with the establishment of the necessary infrastructure mentioned above provide the basis to increase production and sales levels towards name plate capacities over the next two years.

Opportunities to develop alternative lower cost feedstock solutions continue to be investigated and ARfuels has made good progress over the past twelve months. These supply lines, if established will enhance the operating margins of the business and also continue with our strategy to provide a diversity of feedstock options and suppliers.

The merger of Wentworth and ARfuels provides adequate cash resources for ARfuels to achieve its business objectives in a timely manner.

The key benefits and value drivers from the merger of Wentworth and ARfuels include:

• Working capital to fund the increasing sales and production levels at the Largs Bay and Picton plants;

• Financial capacity to take advantage of long positions on feedstocks when prices are favourable along with opportunities to purchase spot cargoes of imported feedstocks when these present on favourable terms;

• Ability to invest in biodiesel infrastructure in Perth and Adelaide to support large volume sales contracts with major oil companies; and

• Investment in capital works to enable the processing of low grade and lower cost feedstocks in the plants consistent with the development of developing supply lines out of Asia of low grade waste vegetable oils.

The merger of Wentworth and ARfuels significantly strengthens ARfuels financial capacity and this will be used to implement the business plans of ARfuels. The plans include the increase of ARfuels annualised production and sales levels to over 130 million litres of biodiesel per annum (or 11 million litres per month) by the end of FY2014.

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Along with the direct upside to ARfuels shareholders from the forecast in increasing sales and profitability, the corporate benefits of the merger also include:

• A strengthened Balance Sheet which will support negotiations with feedstock suppliers and the establishment of strategic alliances with overseas parties for the supply of alternative lower cost feedstocks;

• Improved financial credibility with major oil, mining and transport companies – our major prospective customers;

• A higher profile with ASX investors driving higher trading, increased liquidity and visibility of the stock; and

• The improved Merged Group Balance Sheet provides a sound basis from which to negotiate a new senior debt facility, should it be required.

5.3

Board and management

The board of directors of the Merged Group will comprise the following directors of ARfuels and Wentworth:

• Philip Garling - Non-Executive Chairman

• Andrew White - Managing Director and Chief Executive Officer

• Michael Costello - Non-Executive Director

• Deborah Page - Non-Executive Director

• Julien Playoust - Non-Executive Director

• Vaughan Webber - Non-Executive Director

Details about the qualifications and experience of the directors and executive officers of the Merged Group are set out in Section 1.3 (in relation to the ARfuels personnel) and the Target's Statement (in relation to Vaughan Webber).

ARfuels' intentions in relation to the Wentworth Board are set out in Section 6.2(b) and Section 6.3(b).

5.4 Pro forma statement of financial position

It is not possible to predict the exact level of acceptance of the Offer by Wentworth Shareholders. The unaudited pro forma statement of financial position provided in this Section 5.4 has been prepared in accordance with recognition and measurement requirements of Australian Accounting Standards, and indicates the financial impact on ARfuels of ARfuels acquiring all of the Wentworth Shares under the proposed consideration structure. The financial information is provided for illustrative purposes only. In considering the information Wentworth Shareholders must take into account the following matters:

• the Offer price is as stated under the terms of this Offer; and

• it is assumed 100% ownership of Wentworth is achieved under this Offer and hence the accounts of both companies may be fully consolidated on a line-by-line basis.

The unaudited pro forma balance sheet for the Merged Group for the year as at 30 June 2012 is set out in the table below for illustrative purposes as a guide to assist Wentworth Shareholders in considering the effect of completion of the Offer on ARfuels. By its nature, pro forma financial information is only illustrative of the types of impacts which a particular set of assumed transactions can have on underlying financial information.

The unaudited pro forma balance sheet has been prepared to give effect to the pro forma adjustments resulting from the transaction as if the transaction (and other material events, as disclosed in the notes) had occurred on 30 June 2012.

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Unaudited pro forma balance sheet of Merged Group

ARfuels Group Statement of Financial Position

	Post Transaction Pre Transaction June 2012 June 2012 $ $ 16,818,163 1,981,163 4,847,325 4,067,325 3,255,265 3,255,265 2,769,245 2,595,245 27,689,998 11,898,998 33,529,391 33,529,392 678,901 678,901 34,208,292 34,208,293 61,898,290 46,107,291 5,862,547 5,862,547 11,492,568 11,335,568 313,389 302,389 4,142,875 4,142,875 21,811,379 21,643,379 1,301,000 1,301,000 123,860 123,860 13,650,000 13,650,000 15,074,860 15,074,860 36,886,239 36,718,239 25,012,051 9,389,052 139,799,890 124,176,891 1,515,136 1,515,136 (116,101,098) (116,101,098) 25,213,928 9,590,929 (201,877) (201,877) 25,012,051 9,389,052	Post Transaction Pre Transaction June 2012 June 2012 $ $ 16,818,163 1,981,163 4,847,325 4,067,325 3,255,265 3,255,265 2,769,245 2,595,245 27,689,998 11,898,998 33,529,391 33,529,392 678,901 678,901 34,208,292 34,208,293 61,898,290 46,107,291 5,862,547 5,862,547 11,492,568 11,335,568 313,389 302,389 4,142,875 4,142,875 21,811,379 21,643,379 1,301,000 1,301,000 123,860 123,860 13,650,000 13,650,000 15,074,860 15,074,860 36,886,239 36,718,239 25,012,051 9,389,052 139,799,890 124,176,891 1,515,136 1,515,136 (116,101,098) (116,101,098) 25,213,928 9,590,929 (201,877) (201,877) 25,012,051 9,389,052
	Post Transaction Pre Transaction
	June 2012	June 2012
	$	$
Current assets
Cash and cash equivalents	16,818,163	1,981,163
Trade and other receivables	4,847,325	4,067,325
Inventories	3,255,265	3,255,265
Other	2,769,245	2,595,245
Total current assets	27,689,998	11,898,998
Non-current assets
Property, plant and equipment	33,529,391	33,529,392
Other	678,901	678,901
Total non-current assets	34,208,292	34,208,293
Total assets	61,898,290	46,107,291
Current liabilities
Bank overdraft	5,862,547	5,862,547
Trade and other payables	11,492,568	11,335,568
Provisions	313,389	302,389
Amountspayable on acquisition	4,142,875	4,142,875
Total current liabilities	21,811,379	21,643,379
Non-current liabilities
Amounts payable on acquisition	1,301,000	1,301,000
Provisions	123,860	123,860
Other	13,650,000	13,650,000
Total non-current liabilities	15,074,860	15,074,860
Total liabilities	36,886,239	36,718,239
Net assets	25,012,051	9,389,052
Equity
Issued capital	139,799,890	124,176,891
Reserves	1,515,136	1,515,136
Accumulated losses	(116,101,098)	(116,101,098)
Equity attributable to owners of the company	25,213,928	9,590,929
Non-controllinginterests	(201,877)	(201,877)
Total equity	25,012,051	9,389,052

5.5 Forecast financial information for the Merged Group

ARfuels has given careful consideration as to whether a reasonable basis exists to produce reliable and meaningful forecast financial information for the Merged Group. The ARfuels Directors have concluded that, as at the date of this Bidder's Statement, it would not be appropriate to provide forecast financial information for the Merged Group.

.

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5.6 Capital structure

Assuming that 100% acceptances are received for the Offer, the Offer will have the following effect on ARfuels' capital structure:

Issued Capital	Number
ARfuels Shares
Existing ARfuels Shares	2,441,300,361
ARfuels Shares (approximately) to be issued pursuant to this Offer1, 2	1,358,602,212
Issued share capital (after the Offer)1, 2	3,714,402,573
ARfuels Options	357,340,000
Convertible Notes	273

• 1 Includes ARfuels Shares expected to be issued upon the exercise of 15.0 million Wentworth Options prior to the Closing Date of this Offer.

• 2 Excludes any ARfuels Shares which may be issued to ARfuels’ financial advisors pursuant to the contingent fee structure arrangements outlined in Section 10.6 of this Bidder’s Statement.

Following completion of the Offer, and assuming ARfuels reaches 100% control of Wentworth, then existing ARfuels shareholders will hold approximately 66% of the ARfuels Shares on issue and former Wentworth shareholders will hold approximately 34% of the ARfuels Shares on issue presented on a diluted basis (not including any ARfuels Shares already held by Wentworth Shareholders).

As set out in Section 10.6, ARfuels has agreed to issue 18,666,667 ARfuels Shares to InvestorFirst Securities Limited (or nominee) on successful completion of the Offer, which have not been included in the above table.

Merged Group pro forma share register

Following completion of the Offer, set out below are the 10 largest holders of the Merged Group by account holding of ordinary shares, based on registered holding information as at 12 December 2012 and assuming all of the holders below accept the Offer.

Shareholder	Shares held
UBS NOMINEES PTY LTD	470,910,890
LIGNOL ENERGY CORPORATION	323,000,000
HSBC CUSTODY NOMINEES <AUSTRALIA LIMITED	202,233,851
AUSTRALIAN ENTERPRISE HOLDINGS PTY LTD	200,000,000
RUBI HOLDINGS PTY LTD	175,250,735
THORNEY HOLDINGS PTY LTD	75,621,535
TICUDI PTY LTD	67,591,073
THIRTY-FIFTH CELEBRATION PTY LTD	59,202,856
AUSTRALIAN ENTERPRISE HOLDINGS PTY LTD	58,000,000
THIRTY-FIFTH CELEBRATION PTY LTD	56,605,217
Total shareholding of the 10 largest shareholders	1,688,416,157

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6 Intentions in relation to Wentworth

6.1

Introduction

This Section 6 sets out ARfuels' intentions in relation to Wentworth. These intentions should be read in light of the fact that Wentworth has recently changed its main undertaking to that of an investment company predominantly focussed on investments in ASX listed securities, unlisted entities and debt instruments or cash where appropriate investments cannot be identified. As at the date of this Bidder's Statement, Wentworth does not hold any investments other than cash of approximately $14 million. Accordingly, it does not presently have any business operations, fixed assets or employees.

The intentions set out in this Section 6 have been formed on the basis of facts and information concerning Wentworth and the general business environment which are known to ARfuels and prevailing market conditions at the time of preparing this Bidder's Statement. These are statements of current intention only, which may change as new information becomes available to ARfuels or as circumstances change.

6.2 Intentions for Wentworth as a wholly owned controlled entity

This Section 6.2 sets out ARfuels' current intentions if at the end of the Offer Period it has Relevant Interests in 90% or more of the Wentworth Shares and is entitled to proceed to compulsory acquisition of the outstanding Wentworth Shares.

(a) Compulsory acquisition

If it becomes entitled to do so under the Corporations Act, ARfuels intends to proceed with compulsory acquisition in accordance with the Corporations Act, including any Wentworth Shares which are issued after the close of the Offer. ARfuels would then arrange for Wentworth to be removed from the official list of ASX.

(b) Directors and executive officers

ARfuels presently intends to seek the resignation of each member of the Wentworth Board, other than Vaughan Webber, and appoint nominees of ARfuels in their place.

ARfuels will invite Vaughan Webber to join the ARfuels Board.

(c) Head office

ARfuels intends to integrate Wentworth's existing Melbourne head office and administrative functions into those of ARfuels in order to eliminate any duplication of tasks. Upon successful completion of the Offer, the principal place of business and registered office of Wentworth would be located at ARfuels' business premises in Melbourne.

(d) Wentworth cash

Wentworth currently has cash of approximately $14.3 million, which ARfuels intends to use to assist it with on-going capital requirements and management of near term financial obligations.

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Proposed uses of Wentworth funds

Proposed Allocation	($m)	($m)
Extinguish Bank Finance Facility
• Bank Overdraft at 30 November 2012	5.7
• Deferred consideration - BPL minority shareholders1	2.5
• Deferred consideration - convertible note holders1	1.0
Sub Total		9.2
Anticipated cash transaction costs2		0.6
Estimated funds available for ARfuels Group working capital,		4.5
feedstock for commissioning of Largs Bay Plant and continued
investment into sourcing alternative feedstocks from Asia
Total allocation		14.3

Notes:

1. Cash deferred consideration due by 31 December 2012 with respect to ARfuel’s acquisition of Biodiesel Producers Limited.

2. Estimated total cash transaction costs expected to be incurred by both ARfuels and Wentworth in relation to the Offer. In addition, a success fee of $280,000 is payable to InvestorFirst Securities Limited (to be satisfied by the issue of 18,666,667 ARfuels Shares to Investor First Limited (or nominee) at a price of 1.5 cents for each ARfuels Share) on the successful completion of the Offer.

6.3 Intentions for Wentworth as a part-owned controlled entity

The Offer is subject to a condition that, at the end of the Offer Period, ARfuels has Relevant Interests in at least 90% of the Wentworth Shares (see Section 11.8 for more information on the conditions of the Offer). ARfuels presently has a Relevant Interest in 19.4% of the voting shares of Wentworth as a consequence of the Pre-Bid Acceptance Agreements.

ARfuels does not currently intend to waive the 90% minimum acceptance condition to the Offer but reserves the right to do so.

This Section 6.3 sets out ARfuels' intentions if ARfuels waives the 90% minimum acceptance condition and at the end of the Offer Period, ARfuels has a Relevant Interest in less than 90% of the Wentworth Shares but Wentworth becomes a controlled entity of ARfuels.

In that circumstance, ARfuels' current intentions are as follows:

(a) Active major shareholder

Subject to the Corporations Act, ARfuels intends to become actively involved in determining Wentworth's capital management policies and controlling the strategic direction of the business of Wentworth. Additionally, if ARfuels receives acceptances under the Offer that bring its shareholding to more than 75% of Wentworth Shares, it will be in a position to cast the votes required for a 'special resolution' at a meeting of Wentworth members. This would enable it to pass resolutions, for example, to amend the Wentworth constitution.

(b) Directors

Subject to the Corporations Act and the Wentworth constitution, at the end of the Offer Period, ARfuels as the controlling shareholder intends (subject to the formal requirements of the Corporations Act and of the Wentworth constitution) to procure the appointment of the current ARfuels Directors to the Wentworth Board together with Vaughan Webber and to seek the removal of all other Wentworth Directors.

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(c) Other

ARfuels will seek to procure that Wentworth's new board of directors implement the strategies and goals outlined in Section 6.2 to the extent possible and appropriate in the circumstances. In particular, ARfuels is likely to take steps to access Wentworth's cash reserves to the extent possible, and subject to any applicable regulatory requirements, in order to carry out the intentions set out in Section 6.2(d).

(d) Compulsory acquisition

It is possible that even if ARfuels is not entitled to proceed to compulsory acquisition after the end of the Offer Period under Part 6A.1 of the Corporations Act, it may be subsequently entitled to exercise rights of general compulsory acquisition under Part 6D.2 of the Corporations Act, for example, as a result of acquisitions of Wentworth Shares in reliance on the '3% creep' exception in item 9 of Section 611 of the Corporations Act. If so, ARfuels currently intends to exercise those rights of compulsory acquisition.

(e) Delisting from ASX

Subject to the ASX Listing Rules, depending on the level of acceptances of Wentworth Shares received at the end of the Offer Period, ARfuels intends to take steps to have Wentworth removed from the official list of the ASX. ARfuels also intends to vote in favour of any resolution put to Wentworth Shareholders for its delisting.

(f) Limitations in giving effect to intentions

The ability of ARfuels to implement the intentions set out in this section will be subject to the legal obligation of Wentworth directors to have regard to the interests of Wentworth and all Wentworth Shareholders and the requirements of the Corporations Act relating to transactions between related parties. These may limit or modify the implementation of the intentions outlined above.

Also, as a result of those requirements, the approval of minority Wentworth Shareholders may be required for the implementation of some of the intentions outlined above.

The description of ARfuels' intentions in this section is not to suggest that ARfuels would necessarily declare the Offer free from the 90% minimum acceptance condition.

6.4 Intentions for Wentworth if not controlled by ARfuels

If ARfuels waives its 90% minimum acceptance condition and acquires less than 50.1% of the Wentworth Shares, the ARfuels shareholding interest in Wentworth will become an investment of ARfuels which will be reviewed by ARfuels as appropriate.

ARfuels has no current intention of waiving its 90% minimum acceptance condition, however, it reserves the right to do so.

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7 Offer consideration

7.1 Consideration under the Offer

The consideration for the acquisition of Your Shares will be funded by the issue of ARfuels Shares.

7.2 Maximum consideration

Based on the number of Wentworth Shares and Wentworth Options on issue at the date of this Bidder's Statement, the maximum number of ARfuels Shares which may need to be issued in accordance with the Offer, if acceptance were received for all Wentworth Shares (including outstanding Wentworth Options exercised before the Offer close date), is 1,358,602,212 ARfuels Shares (reflecting the rounding up of individual Wentworth holdings to the nearest whole number).

7.3 Ability to issue the Offer Consideration

ARfuels has the capacity to issue the maximum number of ARfuels Shares which it may be required to issue under the Offer. No shareholder approvals or third party consents are required for the issue of those shares.

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8 Risks associated with the Offer

8.1

Overview

Wentworth Shareholders who accept the Offer will become ARfuels Shareholders in the Merged Group. The performance and operations of ARfuels and the price of ARfuels shares may be affected by a range of risk factors. ARfuels plans to take prudent measures to mitigate its exposure to these risks. However, some of the risks are outside of ARfuels' control.

The risks associated with an investment in ARfuels and the Merged Group can be categorised into:

• risks particular to ARfuels and the Merged Group; and

• risks associated with the merger of ARfuels and Wentworth.

The occurrence of one or more of the risks may have a material impact on the assets and liabilities and the capacity to obtain funding and continue to operate and the prospects of ARfuels.

The summary of material risks below is not exhaustive. It has been prepared based on the knowledge of ARfuels Directors at the date of this Bidder's Statement. As circumstances change, some risks may take on greater importance and others may become less relevant.

Wentworth Shareholders should examine the contents of this Bidder's Statement as a whole and carefully consider the risks outlined below and elsewhere in this Bidder's Statement. If in doubt, Wentworth Shareholders should consult their professional advisers in assessing the Offer.

8.2 ARfuels and Merged Group risks

• (a) Sale Price of biodiesel

The sale price of biodiesel is directly linked to the market price of mineral diesel and price fluctuations in the Singaporean benchmark price. Terminal gate prices for mineral diesel regularly fluctuate and are driven by several factors including the price of global crude oil.

(b) Sales contracts, market competition and consumer demand

ARfuels reliance on continuing current sales contracts and executing new sales contracts will be critical in achieving the company’s revenue growth.

At present ARfuels has a high reliance on a select number of fuel customers, distributors and mining companies. The introduction of new biodiesel producers to the Australian market or the importation of biodiesel fuel to Australia could result in ARfuels facing increased competition which may adversely affect margins.

Whilst the market and demand for alternative and environmentally friendly fuels remains buoyant, any negative view with this sentiment may adversely affect ARfuels.

(c) Commodities/feedstock

The production of biodiesel is based on the conversion of agricultural commodity by-products into fuel, with ARfuels primary feed stock being tallow and used/waste vegetable oils. ARfuels may be affected should there be significant shortages of raw materials required to manufacture biodiesel.

(d) Economic uncertainties

General economic conditions affect markets in which ARfuels operates, including the consequences of a prolonged downturn in economic conditions and credit and financial markets. Although ARfuels cannot predict future economic activity, should there be a combination of an economic downturn, with other negative economic factors in the global economy it may make it difficult for ARfuels to achieve its stated objectives.

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(e) Government legislation policy changes

Government legislation and policies such as renewable fuel production incentives are subject to review and change from time to time. Such changes are likely to be beyond the control of ARfuels and may affect industry profitability.

The operation of the plants is subject to extensive environmental laws and regulations and ARfuels is required to obtain a licence to operate in a manner designed to promote safety and to prevent the release of hazardous substances from the plants.

Violations of these requirements could result in liabilities that affect ARfuels’ financial condition. Revenue and expenditure of ARfuels may be affected by change in international, federal, state or local government laws, regulations or policies, or in taxation legislation.

(f) Banking facilities

ARfuels has ongoing economic reliance on the continuation of its banking facilities. ARfuels is currently in discussion with its lender and prospective lenders to refinance its existing working capital facility. The existing facility is due for progressive reduction through to its full repayment and cancellation by 30 September 2013. Should the merger with Wentworth successfully complete, ARfuels current lending reliance will be significantly diminished.

(g) Insurance

ARfuels may, where economically practicable and available, endeavour to mitigate some project and business risks by procuring relevant insurance cover. However, such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by ARfuels outside the scope of the insurance cover.

While ARfuels will undertake all reasonable due diligence in assessing the creditworthiness of its insurance providers there will remain the risk that an insurer defaults in payment of a legitimate claim by ARfuels under an insurance policy.

(h) Foreign exchange rates

Whilst ARfuels’ operations are Australian domiciled the company has exposure to foreign exchange risk from its commercial activities. Foreign exchange risk arises from future commercial transactions relating to the procurement of feedstock from international markets or the export of biodiesel to international markets.

(i)

Management and reliance on key personnel

There have been changes of substance to the overall management of ARfuels as well as to the construction of the ARfuels Board, and although the benefits of the same are expected to be positive to the business, it is also possible that the same could impact on the business of ARfuels.

ARfuels is reliant on key management and personnel and senior management to achieve profitable growth for ARfuels. Whilst the Board and Management put in place policies and procedures to reward and retain key employees, ARfuels may be adversely effected should key or senior staff exit the organisation.

(j) Technology

Although ARfuels invested in a defined and proven technology, this does not reduce the risk that an alternate technology (or low cost alternative feed stock) may become commercially available to the market and adversely affect ARfuels ability to continue operating in its current business form.

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(k) Production and operation risks

The production of biodiesel may be curtailed, delayed or cancelled as a result of mechanical difficulties, equipment failures, human error, labour disputes or shortages, delays or shortages in the delivery of feedstock, weather conditions and natural disasters. In addition, the occurrence of fire, explosions, blow-outs, pipe failure, and environmental hazards such as accidental spills or leakages could cause ARfuels substantial loss due to the cost of personal injury or loss of life, damage to or destruction of property and the environment, cleanup responsibilities, regulatory investigation, litigation and penalties.

(l) General market risks

(i) Securities investment and share markets

The market price of the ARfuels Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and energy stocks in particular.

Further, the stock market has experienced extreme price and volume volatility that has often been unrelated or disproportionate to the operating performance of such companies. There can be no guarantee that current trading prices will be sustained. The price of securities may also be affected by market sentiment arising from factors including changes in interest rates and economic conditions and movements in the Australian and international financial markets. These factors may materially affect the market price of ARfuels Shares, regardless of ARfuels' operational performance.

In addition, investors should appreciate that the value of ARfuels' securities on ASX may rise or fall depending on a range of factors beyond the control of ARfuels.

(ii) Economic risk

Changes in customer preference for alternative energy sources or the general economic climate in which ARfuels operates may adversely affect the financial performance of ARfuels. Factors which may contribute to that general economic climate include the level of direct and indirect competition against ARfuels, industrial disruption, the rate of global growth, interest rates and the rates of inflation.

(iii) Macro economic and political factors

Apart from exchange risks, there are a wide range of other macro economic and political factors beyond the control of ARfuels which may affect its operations. These include the consequences of terrorist and other activities, which themselves impact adversely on the global economy, demand for commodities and share market conditions and share prices generally.

(m) Market price

The ASX share market price of ARfuels Shares will fluctuate due to various factors including general movements in commodity prices, currencies, the Australian and international investment markets, economic conditions, global geopolitical events and hostilities, investor perceptions and other factors that may affect ARfuels’ financial performance and position. It should be noted that ARfuels Shares have performed below the market average over the recent past.

(n) Relative market illiquidity of ARfuels’ Shares

Whilst materially more liquid than Wentworth Shares, ARfuels Shares are relatively illiquid in comparison with other ASX listed public companies. As a result ARfuels’ trading share price may be impacted by fluctuations in shareholder investment demand.

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8.3 Merger risks

(a) Some Wentworth Shareholders may sell their ARfuels Shares

If the Offer is successful ARfuels will issue a significant number of ARfuels Shares. Some Wentworth Shareholders may not intend to continue to hold their new ARfuels Shares and may wish to sell them on ASX. There is a risk that if a significant number of Wentworth Shareholders seek to sell their new ARfuels Shares, this may adversely affect the price of ARfuels Shares. ARfuels Shares issued to Ineligible Foreign Shareholders will be sold on ASX (refer to Section 11.7).

(b) Less than 90% ownership

The Offer is subject to a 90% minimum acceptance condition. This Condition may be waived by ARfuels. Therefore, a risk exists that the final level of ownership acquired by ARfuels may rest below 90%, which could have an impact on ARfuels' intentions regarding Wentworth (refer to Section 6).

(c) Taxation risks

The taxation consequences and risks of the Offer depend upon the specific circumstances of each Wentworth Shareholder. Wentworth Shareholders should obtain their own independent professional taxation advice regarding the applicable law in respect of the Offer.

(d) Assumed information for Wentworth

There is a risk that the publicly available financial information provided by Wentworth and utilised by ARfuels in formulating the Offer and preparing this Bidder’s Statement is not materially correct. While ARfuels has conducted due diligence, given the nature of Wentworth’s operations, it has not conducted an exhaustive due diligence process. As a result some unquantifiable residual risks may remain or emerge.

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9 Taxation considerations

9.1

Introduction

The following is a general outline of the main Australian income tax consequences for an Australian resident individual Wentworth Shareholder resulting from acceptance of the Offer and the acquisition, ownership and disposal of ARfuels Shares.

The outline is not exhaustive of all income tax considerations which could apply in the circumstances of any given Wentworth Shareholder and there are a number of limitations to the outline including that:

• it applies only to Australian resident individual taxpayers. It does not cover the tax treatment for any other classes of taxpayers including individuals who are non-residents of Australia for tax purposes, companies, insurance organisations, superannuation funds, trusts or employees of Wentworth or its associated companies who acquired their Wentworth Shares in respect of their employment;

• it applies only where Wentworth Shareholders hold their shares on capital account. It does not apply where the shares are held on revenue account (e.g. shares held by Wentworth Shareholders who trade in shares or hold Wentworth Shares as trading stock); and

• it is based on current Australian tax law. It does not take into account or anticipate any changes in the law (including changes to legislation, judicial authority or administrative practice).

This outline does not constitute, and should not be construed as, taxation advice. ARfuels and its officers and advisers do not accept any liability or responsibility in respect of any statement concerning the taxation consequences of the Offer or in respect of the taxation consequences themselves.

All Wentworth Shareholders, and particularly those shareholders not specifically addressed by this outline as noted above (eg non-resident shareholders), should consult their own independent professional taxation advisers regarding the Australian and, if applicable, foreign income tax consequences of disposing of Wentworth Shares given the particular circumstances which apply to them.

9.2 Acceptance of the Offer and disposal of Wentworth Shares

• (a) Capital gain or loss on post-CGT Wentworth Shares

The disposal of Wentworth Shares pursuant to the Offer by a Wentworth Shareholder that acquired, or is deemed to have acquired, their Wentworth Shares on or after 20 September 1985, will constitute a CGT event for Australian income tax purposes.

If roll-over relief is not available, or if a Wentworth Shareholder does not choose to obtain the roll-over (refer to Section 9.2(b) below):

• a capital gain will arise to the extent the capital proceeds received by a Wentworth Shareholder from the disposal of Wentworth Shares exceed the cost base of the Wentworth Shares; or

• a capital loss will be realised to the extent the capital proceeds received by a Wentworth Shareholder are less than the reduced cost base of the Wentworth Shares.

Any capital gain realised in respect of the disposal of the Wentworth Shares will be included in the Wentworth Shareholder’s assessable income for the income year in which the Offer is accepted (unless offset against other capital losses of the Wentworth Shareholder). Any capital loss on the Wentworth Shares may be offset against other capital gains realised by the Wentworth Shareholder in the same year or be carried forward to be offset against future capital gains.

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(i) Capital proceeds

For the purpose of calculating a capital gain or capital loss on the disposal of the Wentworth Shares, the capital proceeds will be the market value of ARfuels Shares on the date the Offer is accepted by the Wentworth Shareholder.

It should be noted that the market value of ARfuels Shares at the date the Offer is accepted by the Wentworth Shareholder may differ from the value placed on ARfuels Shares for the purposes of this Offer.

• (ii) Cost base

Broadly, the cost base and reduced cost base of Wentworth Shares is generally equal to the amount paid by the Wentworth Shareholder for the shares plus certain incidental costs incurred (for example, brokerage fees).

(iii) CGT discount

Individual Wentworth Shareholders may be entitled to apply a 50% discount to any net capital gain realised on the disposal of Wentworth Shares (i.e. after any capital losses have been applied). This is provided that the Wentworth Shares have been held for at least 12 months prior to the date the Offer is accepted.

(b) Roll-over relief

Broadly, roll-over relief may be available where:

• Wentworth Shareholders exchange their Wentworth Shares for ARfuels Shares under the Offer;

• as a result of the Offer, Bidder holds 80% or more of the voting shares in Wentworth;

• the Wentworth Shareholders acquired their Wentworth Shares on or after 20 September 1985 and, but for the roll-over, a capital gain would arise from the exchange (see Section 9.2(a) above);

• the relevant Wentworth Shareholders are Australian residents or otherwise hold their shares as taxable Australian property; and

• the relevant Wentworth Shareholder chooses that the roll-over applies.

Roll over relief is not available to Wentworth Shareholders who make a capital loss from the exchange. In this case, refer to Section 9.2(a) for details on how to calculate a capital loss.

If roll-over relief is available, then any capital gain resulting from the disposal by Wentworth Shareholders of Wentworth Shares pursuant to the Offer may be disregarded so that any capital gains tax implications are effectively deferred until the relevant Wentworth Shareholders dispose of the ARfuels Shares acquired pursuant to the Offer. The cost base of the ARfuels Shares will include an amount equal to the cost base of the Wentworth Shares for which they were exchanged (see Section 9.5 below).

To choose CGT roll-over relief, a Wentworth Shareholder must make a choice before lodging an income tax return for the tax year in which the Offer is accepted. The manner in which the Wentworth Shareholder prepares the income tax return will be evidence of the choice (ie no notice is required to be lodged with the Australian Taxation Office).

It is a Condition of the Offer that ARfuels has a Relevant Interest in at least 90% (by number) of all Wentworth Shares. ARfuels reserves the right to waive this Condition, but is not in a position to confirm that the '80% requirement' referred to above will be satisfied for the purposes of determining whether roll-over relief will be available to the Wentworth Shareholders.

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All Wentworth Shareholders, and particularly those not covered by this outline as noted above, should obtain their own independent professional taxation advice as to whether and how a roll-over election should be made.

9.3

Ownership of ARfuels Shares

The tax consequences of Wentworth Shareholders owning ARfuels Shares should be substantially the same as the consequences of owning Wentworth Shares.

9.4 Dividends in relation to ARfuels Shares

A shareholder of ARfuels Shares may receive dividends in the future. Such dividends, grossed up for any imputation (franking) credits, will be included in the Wentworth Shareholder’s assessable income and they will receive a tax offset (rebate) equal to any imputation credit included in their income. There are rules that limit the availability of imputation credits in certain circumstances (e.g. you are generally required to have held your ARfuels Shares at risk for at least 45 days). These rules are complex and you should consult your independent professional taxation adviser regarding their operation.

In some circumstances, to the extent that an individual taxpayer has excess imputation credits (i.e. over and above the taxpayer’s tax liability for the relevant tax year), he or she may be entitled to a refund of the excess amount. Again, Wentworth Shareholders should consult their own independent professional taxation advisers in this regard.

9.5 Disposal of ARfuels Shares

The income tax consequences of any disposal by a Wentworth Shareholder of ARfuels Shares will generally be the same as for the disposal of Wentworth Shares as described in Section 9.2, subject to the differences outlined below.

(a) ARfuels Shares acquired where roll-over election was made

Where a choice to apply roll-over relief was made by a Wentworth Shareholder in respect of the disposal of Wentworth Shares, the cost base of the ARfuels Shares issued to the Wentworth Shareholder under the Offer is equal to the cost base of the Wentworth Shares that were exchanged for the ARfuels Shares. The cost base in Wentworth Shares should be apportioned across the ARfuels Shares on a reasonable basis. For the purpose of applying the 50% discount in relation to any capital gain as a result of disposing of the ARfuels Shares (see Section 9.2(a)), the 12 month holding period should be determined by reference to the date that the Wentworth Shares were acquired. Therefore, if the combined period during which the Wentworth Shareholder held the Wentworth Shares and the ARfuels Shares is at least 12 months, the Wentworth Shareholder may be entitled to apply the 50% discount in respect of a future disposal of the ARfuels Shares.

(b) ARfuels Shares acquired where roll-over relief does not apply

Where roll-over relief does not apply to the disposal of Wentworth Shares, the cost base of the ARfuels Shares which are received in exchange for those Wentworth Shares is the market value of Wentworth Shares at the date of acceptance of the Offer. Investors will have a new acquisition date for the ARfuels Shares and will need to hold the ARfuels Shares for at least 12 months from this new acquisition date to be eligible for the CGT discount on a future disposal of ARfuels Shares.

9.6 Transfer taxes

No stamp duty is payable by the transferor of Wentworth Shares. No GST (goods and services tax) applies to the transfer of shares (such as Wentworth Shares). However, GST may be payable on any brokerage charged by your Controlling Participant for carrying out your instructions, or in respect of other costs which you may incur in connection with acceptance of the Offer.

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10 Other material information

10.1 Summary of the Merger Implementation Deed

ARfuels and Wentworth entered into a Merger Implementation Deed on 13 November 2012 whereby ARfuels and Wentworth have agreed to co-operate with each other in relation to the Offer. A summary of certain key terms of the Merger Implementation Deed is set out below. This summary does not purport to be exhaustive or constitute a definitive statement of the rights and liabilities of each of ARfuels and Wentworth under the Merger Implementation Deed. The full terms of the Merger Implementation Deed can be viewed in the announcement made by ARfuels and Wentworth in connection with the Offer on the Announcement Date.

• (a) The Offer and recommendation

Under the Merger Implementation Deed:

• (i) ARfuels has agreed to make the Offer to all Wentworth Shareholders to acquire all the Wentworth Shares.

• (ii) Wentworth has:

• (A) represented to ARfuels that the Wentworth Directors will:

  • (1) announce to ASX that they unanimously recommend that Wentworth Shareholders accept the Offer; and

  • (2) accept the Offer in respect of any Wentworth Shares that they own or control,

• (B) agreed to use reasonable endeavours to procure that:

  • (1) the Wentworth Board unanimously recommends that Wentworth Shareholders accept the Offer; and

  • (2) the Wentworth Directors indicate their willingness to accept the Offer in respect of Wentworth Shares in which they own or control,

in each case, subject to the Independent Expert stating that the Bid is reasonable to Wentworth Shareholders other than ARfuels, no Material Adverse Event having occurred and in the absence of a Superior Proposal.

(b) Conditions

The Merger Implementation Deed sets out the conditions of the Offer, as detailed in Section 11.8.

• (c) Exclusivity arrangements

Wentworth must:

• (i) terminate existing discussions : terminate all negotiations or discussions in respect of any Competing Proposal;

• (ii) no-shop : during the Exclusivity Period, ensure that neither it nor any of its Representatives directly or indirectly solicits, invites, encourages or initiates any enquiries, negotiations or discussions, or communicates any intention to do any of these things, with a view to obtaining any expression of interest, offer or proposal from any other person in relation to a Competing Proposal or potential Competing Proposal.

• (iii) no-talk : during the Exclusivity Period, ensure that neither it nor any of its Representatives

• (A) enters into or participates in any negotiations or discussions with any person regarding a Competing Proposal or which may reasonably be expected to lead to a Competing Proposal;

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• (B) provide any non-public information regarding the Wentworth businesses or operations to a person for the purposes of enabling or assisting that person to make a Competing Proposal; or

• (C) enters into any agreement, arrangement or understanding in relation to, or which may reasonably be expected to lead to, an expression of interest, offer or proposal from any other person in relation to a Competing Proposal; and

• (iv) notification : during the Exclusivity Period, promptly notify ARfuels if a Competing Proposal is put to Wentworth including the identity of the person or persons and the key terms of any proposal made by that person.

Wentworth will not be obliged to comply with the no-talk and notification obligations described above (Sections 10.1(c)(iii) and 10.1(c)(iv)) to the extent that:

  - the relevant action is in response to a bona fide Competing Proposal which was not solicited or invited in contravention of the no-shop restriction described above (Section 10.1(c)(ii));

  - the Wentworth Board, acting in good faith, determines that the Competing Proposal is a Superior Proposal or that the steps which the Wentworth Board proposes to take may reasonably be expected to lead to a Competing Proposal which is a Superior Proposal; and

  - the Wentworth Board, acting in good faith, determines after receiving written advice from Wentworth's external legal advisers that failing to respond to the Competing Proposal would be likely to constitute a breach of the Wentworth Board's fiduciary or statutory duties.

• (d) Break Fees

• (i) Wentworth undertakes to pay ARfuels the amount of $140,000 if:

   - (A) any director of Wentworth makes any public statement to the effect that he does not support (or no longer supports) the Offer or fails to recommend the Offer to Wentworth Shareholders or, having done so, any director of Wentworth publicly withdraws or varies his favourable recommendation of the Offer (or any part of it) other than (in either such case) where:
  
      - (1) Wentworth is entitled to terminate the Merger Implementation Deed as a result of a material breach by ARfuels of its obligations under the Merger Implementation Deed;
  
      - (2) the Independent Expert concludes in the Independent Expert Report (or in any revised or supplementary report) that the Offer is not reasonable; or
  
      - (3) a Material Adverse Event occurs;
  
   - (B) a Competing Proposal is announced or put to the Wentworth Board and either at any time during the Exclusivity Period, the proponent of the Competing Proposal acquires voting power or an economic interest in at least 50% of Wentworth Shares or acquires or obtains an economic interest in all or a substantial part of the assets or businesses of the Wentworth Group or the Competing Proposal is recommended or promoted by any director of Wentworth;
  
   - (C) Wentworth or any of its directors does (or omits to do) anything within its or his control which results in any of the Bid Conditions being breached and ARfuels does not declare the Offer free of the breached condition (which ARfuels is under no obligation to do); or
  

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• (D) ARfuels terminates the Merger Implementation Deed as a result of a material breach by Wentworth of its obligations under the Merger Implementation Deed.

• (ii) ARfuels undertakes to pay Wentworth the amount of $140,000 if Wentworth validly terminates the Merger Implementation Deed as a result of a material breach by ARfuels of its obligations under the Merger Implementation Deed or because a Material Adverse Event occurs.

(e)

Independent Expert Report

Under the Merger Implementation Deed, ARfuels has acknowledged that Wentworth will be obtaining an Independent Expert's Report which will be sent to Wentworth Shareholders together with the Target's Statement.

• (f)

Board appointments

Conditional upon ARfuels declaring the Bid to be free from all Bid Conditions:

• (i) ARfuels will have the right to nominate any person or persons to be appointed as a director of the Wentworth Board (Bidder Nominees);

• (ii) ARfuels will invite a member of the Wentworth Board, being Vaughan Webber, to be appointed as a director of the ARfuels Board (Target Nominee);

• (iii) Wentworth must ensure that:

• (A) the Wentworth Board promptly appoints each Bidder Nominee as a casual or additional director of Wentworth Board until the next annual general meeting of Wentworth; and

• (B) upon such appointments becoming effective, the other directors of the Wentworth Board and the then directors of each of Wentworth's subsidiaries resign; and

• (iv) upon the acceptance by the Target Nominee of the invitation extended by ARfuels, ARfuels must ensure that the ARfuels Board promptly appoints the Target Nominee as a casual or additional director of the ARfuels Board until the next annual general meeting of ARfuels.

(g)

Representations and warranties

Each of ARfuels and Wentworth gives certain customary warranties to each other, including their legal capacity as set out in clause 7 of the Merger Implementation Deed.

• (h)

Termination

The Merger Implementation Deed may be terminated:

• (i) by either party by written notice to the other party:

• (A) if the other party is in material breach of the Merger Implementation Deed and that breach is not remedied by that other party within 10 Business Days;

• (B) the Bid lapses for any reason including non-satisfaction of a condition of the Bid; or

• (C) a Material Adverse Event occurs;

• (ii) by ARfuels by written notice to Wentworth if the Wentworth Board changes its unanimous recommendation to Wentworth Shareholders in relation to the Offer;

• (iii) by Wentworth by written notice to ARfuels if:

• (A) the Independent Expert at any time opines the Bid is not reasonable; or

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• (B) if a Superior Proposal is made or publicly announced for Wentworth by a third party, which is recommended by the Wentworth Board, and ARfuels does not, by the end of three Business Days following receipt of the notice of the Superior Proposal from Target, offer to vary the terms of the Bid in a manner which the Wentworth Board determines in good faith and in order to satisfy what the Wentworth Board considers to be its fiduciary or statutory duties, is more favourable to Wentworth Shareholders than the Superior Proposal, and within a further five Business Days implements that variation of the Bid.

10.2

Date for determining holders of Wentworth Shares

For the purposes of Section 633 of the Corporations Act, the date for determining the persons to whom information is to be sent under items 6 and 12 of subsection 633(1) is the Register Date.

10.3

Consents

This Bidder's Statement contains references to, statements made by, and/or statements said to be based on statements made by Wentworth. Wentworth has consented to the inclusion of:

• each reference to its name;

• each statement it has made; and

• each statement which is said to be based on a statement it has made,

in the form and context in which each reference or statement (as applicable) appears and has not withdrawn that consent as at the date of this Bidder's Statement.

Baker & McKenzie has acted as legal adviser to ARfuels and Computershare Investor Services Pty Limited has acted as share registrar for ARfuels in relation to the Offer. Each of Baker & McKenzie and Computershare Investor Services Pty Limited has consented to be named in this Bidder’s Statement in the form and context in which it is named and has not withdrawn that consent as at the date of this Bidder’s Statement, but should not be regarded as authorising the issue of this Bidder’s Statement or any statements in it.

Wentworth has consented to be named in this Bidder’s Statement in the form and context in which it is named and has not withdrawn that consent as at the date of this Bidder’s Statement.

10.4 Foreign Ineligible Shareholders

Wentworth Shareholders who are Foreign Ineligible Shareholders will not be entitled to receive ARfuels Shares as consideration for their Wentworth Shares pursuant to the Offer.

A Wentworth Shareholder is a Foreign Ineligible Shareholder for the purposes of the Offer if their address as shown in the register of members of ARfuels is in a jurisdiction other than Australia or its external territories or New Zealand (unless ARfuels otherwise determines). However, such a person will not be a Foreign Ineligible Shareholder if ARfuels is satisfied that it is not legally or practically constrained from making the Offer to an Wentworth Shareholder in the relevant jurisdiction and to issue ARfuels Shares to such a shareholder on acceptance of the Offer, and that it is lawful for the shareholder to accept the Offer in such circumstances in the relevant jurisdiction. Notwithstanding anything else in this Bidder's Statement, ARfuels is not under any obligation to spend any money, or undertake any action, in order to satisfy itself concerning any of these matters.

The ARfuels Shares which would otherwise have been issued to Foreign Ineligible Shareholders will instead be issued to a nominee approved by ASIC, who will sell these shares. The net proceeds of the sale of such shares will then be remitted to the relevant Foreign Ineligible Shareholders. See Section 11.7 for further details.

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10.5 Disclosure of interests of certain persons

Other than as set out elsewhere in this Bidder's Statement, no:

• director or proposed director of ARfuels;

• person named in this Bidder's Statement as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Bidder's Statement; or

• promoter of ARfuels;

(together, the Interested Persons ) holds at the date of this Bidder's Statement or held at any time during the last two years, any interest in:

• the formation or promotion of ARfuels;

• property acquired or proposed to be acquired by ARfuels in connection with its formation or promotion, or the offer of ARfuels Shares under the Offer; or

• the offer of ARfuels Shares under the Offer.

10.6

Disclosure of fees and benefits received by certain persons

Other than as set out below or elsewhere in this Bidder's Statement, no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given:

• to a director or proposed director of ARfuels to induce them to become, or to qualify as, a director of ARfuels (other than director's fees and remuneration in the ordinary course); or

• for services provided by an Interested Person in connection with the formation or promotion of ARfuels or the offer of ARfuels Shares under the Offer.

InvestorFirst Securities Limited has acted as financial adviser to ARfuels in relation to the Offer and is entitled to receive a success fee of $280,000, which is intended to be satisfied by the issue of 18,666,667 ARfuels Shares to it or its nominee at a price of 1.5 cents for each ARfuels Share, which is payable on the successful completion of the Offer. Vaughan Webber, the non-executive Chairman of Wentworth and Hugh Robertson, the non-executive director of Wentworth are also directors of InvestorFirst Securities Limited.

Deloitte Corporate Finance Pty Limited has provided ARfuels with various transaction execution assistance and support related services and is entitled to professional fees in accordance with its normal time-based charges.

Baker & McKenzie has acted as legal adviser to ARfuels in connection with the Offer and is entitled to professional fees in accordance with its normal time-based charges.

Computershare Investor Services Pty Limited is ARfuels’ share registry and has been engaged by ARfuels to assist with certain aspects of the Offer, including acting as the receiving agent of acceptances of the Offer. Computershare Investor Services Pty Limited will be entitled to receive fees for these services as well as fees for its services as ARfuels' share registry.

10.7 Expiry date

No securities will be issued on the basis of this Bidder's Statement after the date which is 13 months after the date of this Bidder's Statement.

10.8

ASIC modifications and exemptions

ASIC has published various 'class order' instruments providing for modifications and exemptions that apply generally to all persons, including ARfuels, in relation to the operation of Chapter 6 of the Corporations Act.

Among others, ARfuels has relied on the modification to Section 636(3) of the Corporations Act set out in paragraph 11 of ASIC Class Order 01/1543 'Takeover Bid' to include in this Bidder's

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Statement, without obtaining specific consents, statements which are made in, or based on statements made in, documents lodged with ASIC or given to ASX. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements (free of charge) during the bid period, please contact ARfuels.

In addition, as permitted by ASIC Class Order 03/635, this Bidder's Statement may include or be accompanied by certain statements:

• fairly representing a statement by an official person; or

• from a public official document or a published book, journal or comparable publication.

In addition, as permitted by ASIC Class Order 07/429, this Bidder’s Statement contains share price trading data sourced from Capital IQ without its consent.

ARfuels has not obtained from ASIC any modifications or exemptions from the Corporations Act in relation to the Offer.

10.9 Consent to early dispatch of Bidder's Statement

The Wentworth Directors have agreed that this Bidder's Statement may be sent to Wentworth Shareholders on any date following the date on which it is lodged with ASIC and sent to Wentworth.

10.10 Social security and superannuation implications of the Offer

Acceptance of the Offer may have implications under your superannuation arrangements or on your social security entitlements. If in any doubt, you should seek specialist financial advice.

10.11 Other material information

Except as disclosed elsewhere in this Bidder's Statement, there is no other information that is:

• material to the making of a decision by a Wentworth Shareholder whether or not to accept the Offer;

• known to ARfuels; and

• which has not previously been disclosed to Wentworth Shareholders.

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11 The terms and conditions of the Offer

11.1 Offer

• (a) ARfuels is offering to acquire all of Your Shares on and subject to the terms and conditions set out in this Section 11.

• (b) The consideration under the Offer is 5.7 ARfuels Shares for each of Your Shares.

• (c) If the aggregate consideration payable to you would include part of a ARfuels Share, the number of ARfuels Shares to be issued to you will be rounded up to the nearest whole number.

• (d) If, at the time this Offer is made to you, you are a Foreign Ineligible Shareholder, you will not receive any ARfuels Shares. Instead, you will receive in respect of any ARfuels Shares a cash amount determined in accordance with Section 11.7 of this Bidder's Statement.

• (e) The ARfuels Shares to be issued as consideration under the Offer are ordinary shares in the capital of ARfuels and will be credited as fully paid and have the rights summarised in Section 2.6 of this Bidder's Statement.

• (f) By accepting this Offer, you undertake to transfer to ARfuels not only the Wentworth Shares to which the Offer relates, but also all Rights attached to those Shares (see Section 11.5(b)(v) and Section 11.6(c) of this Bidder's Statement).

• (g) This Offer is being made to each person registered as the holder of Wentworth Shares in the register of Wentworth Shareholders at 7.00 pm (Melbourne time) on the Register Date. It also extends to:

• (i) any Wentworth Shares that are issued during the period from the Register Date to the end of the Offer Period due to the conversion of, or exercise of rights conferred by, securities which are on issue as at the Register Date; and

• (ii) any person who becomes registered as the holder of Your Shares during the Offer Period.

• (h) If, at the time the Offer is made to you, or at any time during the Offer Period, another person is, registered as the holder of some or all of the Wentworth Shares to which this Offer relates:

• (i) a corresponding offer on the same terms and conditions as this Offer will be deemed to have been made to that other person in respect of those Wentworth Shares;

• (ii) a corresponding offer on the same terms and conditions as this Offer will be deemed to have been made to you in respect of any other Wentworth Shares you hold to which the Offer relates; and

• (iii) this Offer will be deemed to have been withdrawn immediately at that time.

• (i) If at any time during the Offer Period you are registered as the holder of one or more parcels of Wentworth Shares as trustee or nominee for, or otherwise on account of, another person, you may accept as if a separate and distinct Offer on the same terms and conditions as this Offer had been made in relation to each of those distinct parcels and any parcel you hold in your own right. To validly accept the Offer for each distinct parcel, you must comply with the procedure in Section 653B(3) of the Corporations Act by giving ARfuels notice in accordance with Section 11.1(j) stating that Your Shares consist of separate parcels and your acceptance specifies the number of Wentworth Shares in each separate parcel to which the acceptance relates.

• (j) The notice required under Section 11.1(i):

• (i) if it relates to Wentworth Shares not in a CHESS Holding, must be in writing; or

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• (ii) if it relates to Wentworth Shares in a CHESS holding, must be in an electronic form approved under the ASX Settlement Operating Rules for the purposes of Part 6.8 of the Corporations Act.

• (k) If, for the purposes of complying with that procedure, you require additional copies of this Bidder's Statement and/or the Acceptance Form, please call ARfuels to request those additional copies.

• (l) If Your Shares are registered in the name of a broker, investment adviser or dealer, bank, trust company or other nominee, you should contact them for assistance in accepting the Offer.

• (m) The Offer is dated 21 December 2012.

11.2 Offer Period

• (a) Unless withdrawn, the Offer will remain open for acceptance during the period commencing on the date of this Offer and ending at 7.00 pm (Melbourne time) on the later of:

• (i) 1 February 2013; or

• (ii) any date to which the Offer Period is extended.

• (b) ARfuels reserves the right to extend the Offer Period in accordance with the Corporations Act.

• (c) If, within the last 7 days of the Offer Period, either of the following events occurs:

• (i) the Offer is varied to improve the consideration offered; or

• (ii) ARfuels' voting power in Wentworth increases to more than 50%,

then the Offer Period will be automatically extended so that it ends 14 days after the event in accordance with Section 624(2) of the Corporations Act.

11.3 How to accept this Offer

• (a) Accept all of Your Shares

Subject to Section 11.1(h) and Section 11.1(i) of this Bidder's Statement, you can only accept this Offer during the Offer Period for all of Your Shares.

(b) CHESS Holdings

If Your Shares are in a CHESS Holding, you must comply with the ASX Settlement Operating Rules. To accept this Offer in accordance with those rules, you must:

• (i) instruct your Controlling Participant to initiate acceptance of this Offer under rule 14.14 of the ASX Settlement Operating Rules; or

• (ii) if you are a Participant, yourself initiate acceptance under that rule; or

• (iii) if you are not a Participant:

• (A) complete and sign the Acceptance Form in accordance with the instructions on it; and

• (B) return the Acceptance Form together with all other documents required by the instructions on it to the address specified on the form. This will authorise ARfuels to request your Controlling Participant to initiate acceptance of this Offer on your behalf. For return of the Acceptance Form to be an effective acceptance of the Offer, you must ensure it is received by ARfuels in time for ARfuels to request your Controlling Participant, and your Controlling Participant to carry out those requests, before the end of the Offer Period.

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• (c) Issuer Sponsored Holdings and other holdings

If Your Shares are held on Wentworth's issuer sponsored subregister, to accept this Offer you must:

• (i) complete and sign the Acceptance Form in accordance with the instructions on it; and

• (ii) return the Acceptance Form together with all other documents required by the instructions on it to the address specified on the form in the addressed envelope provided so that they are received before the end of the Offer Period.

• (d) Acceptance Form and other documents

• (i) The Acceptance Form forms part of the Offer.

• (ii) If your Acceptance Form (including any documents required by the terms of this Offer and the instructions on the Acceptance Form) is returned by post, for your acceptance to be valid you must ensure that they are posted or delivered in sufficient time for them to be received by ARfuels at the address specified on the Acceptance Form before the end of the Offer Period.

• (iii) The postage of the Acceptance Form and other documents is at your own risk.

11.4 Validity of acceptances

• (a) Subject to this Section 11.4, your acceptance of the Offer will not be valid unless it is made in accordance with the procedures set out in Section 11.3.

• (b) ARfuels will determine, in its sole discretion, all questions as to the form of documents, eligibility to accept the Offer and time of receipt of an acceptance of the Offer. ARfuels is not required to communicate with you prior to making this determination. The determination of ARfuels will be final and binding on all parties.

• (c) Notwithstanding Section 11.3, ARfuels may, in its sole discretion, at any time and without further communication to you, deem any Acceptance Form it receives to be a valid acceptance in respect of Your Shares, even if a requirement for acceptance has not been complied with but the payment of the consideration in accordance with the Offer may be delayed until any irregularity has been resolved or waived and any other documents required to procure registration have been received by ARfuels.

• (d) Where you have satisfied the requirements for acceptance in respect of only some of Your Shares, ARfuels may, in its sole discretion, regard the Offer to be accepted in respect of those of Your Shares but not the remainder.

• (e) ARfuels will provide the consideration to you in accordance with Section 11.6, in respect of any part of an acceptance determined by ARfuels to be valid.

11.5 The effect of acceptance

• (a) Once you have accepted this Offer, you will not be able to revoke your acceptance, the contract resulting from your acceptance will be binding on you and you will be unable to withdraw Your Shares from the Offer or otherwise dispose of Your Shares, except as follows:

• (i) if, by the end of the Offer Period, the conditions in Section 11.8 have not all been fulfilled or freed, this Offer will automatically terminate and Your Shares will be returned to you; or

• (ii) if the Offer Period is varied in a way that postpones for more than one month the time when ARfuels has to meet its obligations under the Offer and, at the time, this Offer is subject to one or more of the conditions in Section 11.8, you may be able to withdraw your acceptance and Your Shares in accordance with Section 650E of the Corporations Act. A notice will be sent to you at the time explaining your rights in this regard.

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• (b) By completing, signing and returning the Acceptance Form, or otherwise accepting this Offer pursuant to Section 11.3, you will be deemed to have:

• (i) subject to all of the conditions to this Offer in Section 11.8 being fulfilled or freed, accepted this Offer (and any variation of it) in respect of Your Shares, and agreed to transfer Your Shares to ARfuels (even if the number of Wentworth Shares specified on the Acceptance Form differs from the number of Your Shares) in accordance with the ASX Settlement Operating Rules, subject to Section 11.1(h) and Section 11.1(i);

• (ii) represented and warranted to ARfuels, as a fundamental condition of the contract resulting from your acceptance, that at the time of acceptance, and the time the transfer of Your Shares (including any rights) to ARfuels is registered, that all Your Shares are and will be free from all mortgages, charges, liens, Encumbrances and adverse interests of any nature (whether legal or otherwise) and free from restrictions on transfer of any nature (whether legal or otherwise), that you have full power and capacity to accept this Offer and to sell and transfer the legal and beneficial ownership in Your Shares (including any Rights) to ARfuels, and that you have paid to Wentworth all amounts which at the time of acceptance have fallen due for payment to Wentworth in respect of Your Shares;

• (iii) irrevocably authorised ARfuels (and any director, secretary or nominee of ARfuels) to alter the Acceptance Form on your behalf by inserting correct details of Your Shares, filling in any blanks remaining on the form and rectifying any errors or omissions as may be considered necessary by ARfuels to make it an effective acceptance of this Offer for Your Shares which are not in a CHESS Holding or to enable registration of Your Shares in the name of ARfuels;

• (iv) if any of Your Shares are in a CHESS Holding, irrevocably authorised ARfuels (and any director, secretary or nominee of ARfuels) to:

  • (A) request your Controlling Participant to effect your acceptance of this Offer for those Wentworth Shares under rule 14.14 of the ASX Settlement Operating Rules; and

  • (B) give to your Controlling Participant on your behalf any other instructions in relation to those Wentworth Shares which are contemplated by the sponsorship agreement between you and your Controlling Participant and are necessary to facilitate your acceptance of this Offer;

• (v) irrevocably authorised and directed Wentworth to pay to ARfuels, or to account to ARfuels for, all Rights in respect of Your Shares, subject, if this Offer is rescinded or rendered void, to ARfuels accounting to you for any such Rights received by ARfuels;

• (vi) irrevocably authorised ARfuels to notify Wentworth on your behalf that your place of address for the purpose of serving notices upon you in respect of Your Shares is the address specified by ARfuels in the notification;

• (vii) with effect from the date on which all the conditions to this Offer in Section 11.8 have been fulfilled or freed, to have irrevocably appointed ARfuels (and any director, secretary or nominee of ARfuels) severally from time to time as your agent and attorney to exercise all your powers and rights in relation to Your Shares, including (without limitation) powers and rights to requisition, convene, attend and vote in person, by proxy or by body corporate representative, at all general meetings and all court-convened meeting of Wentworth and to request Wentworth to register, in the name of ARfuels or its nominee, Your Shares, as appropriate, with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable);

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• (viii) with effect from the date on which all the conditions to this Offer in Section 11.8 have been fulfilled or freed, to have agreed not to attend or vote in person, by proxy or by body corporate representative at any general meeting of Wentworth or to exercise or purport to exercise any of the powers and rights conferred on ARfuels (and its directors, secretaries and nominees) in Section 11.5(b)(vii);

• (ix) agreed that in exercising the powers and rights conferred by the powers of attorney granted under Section 11.5(b)(vii), the attorney will be entitled to act in the interests of ARfuels as the beneficial owner and intended registered holder of Your Shares;

• (x) agreed to do all such acts, matters and things that ARfuels may require to give effect to the matters the subject of this Section 11.5(b) (including the execution of a written form of proxy to the same effect as this Section 11.5(b) which complies in all respects with the requirements of the constitution of Wentworth) if requested by ARfuels;

• (xi) represented and warranted to ARfuels that, unless you have notified it in accordance with Section 11.1(i), Your Shares do not consist of separate parcels of Wentworth Shares;

• (xii) agreed, subject to the conditions of this Offer in Section 11.8 being fulfilled or freed, to execute all such documents, transfers and assurances, and do all such acts, matters and things that ARfuels may consider necessary or desirable to convey Your Shares registered in your name and Rights to ARfuels;

• (xiii) agreed to accept the ARfuels Shares to which you have become entitled by acceptance of this Offer subject to the constitution of ARfuels and have authorised ARfuels to place your name on its register of shareholders in respect of those ARfuels Shares; and

• (xiv) instructed ARfuels to issue the ARfuels Shares to which you become entitled by accepting this Offer, if Your Shares are in a CHESS Holding, with the same holder identification number as affects Your Shares; and if Your Shares are held on Wentworth's issuer sponsored subregister, on ARfuels' issuer sponsored subregister.

• (c) The undertakings and authorities referred to in Section 11.5(b) will remain in force after you receive the consideration for Your Shares and after ARfuels becomes registered as the holder of Your Shares.

• (d) If and when the contract resulting from your acceptance of this Offer becomes unconditional (even though ARfuels has not yet paid or provided the consideration due to you), you authorise ARfuels to transmit a message to ASX Settlement in accordance with rule 14.17.1 of the ASX Settlement Operating Rules so as to enter those of Your Shares which are in a CHESS Holding into ARfuels' Takeover Transferee Holding.

11.6 Payment of consideration

• (a) Subject to this Section 11.6 and the Corporations Act, ARfuels will provide the consideration due to you for Your Shares on or before the earlier of:

• (i) one month after the date of your acceptance or, if this Offer is subject to a defeating condition when you accept this Offer, within one month after this Offer becomes unconditional; and

• (ii) 21 days after the end of the Offer Period.

• (b) Where the Acceptance Form requires an additional document to be delivered with your Acceptance Form (such as a power of attorney):

• (i) if that document is given with your Acceptance Form, ARfuels will provide the consideration in accordance with Section 11.6(a);

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• (ii) if that document is given after your Acceptance Form and before the end of the Offer Period while this Offer is subject to a defeating condition, ARfuels will provide the consideration due to you on or before the earlier of one month after this Offer becomes unconditional and 21 days after the end of the Offer Period;

• (iii) if that document is given after your Acceptance Form and before the end of the Offer Period while this Offer is not subject to a defeating condition, ARfuels will provide the consideration due to you on or before the earlier of 21 days after that document is given and 21 days after the end of this Offer period; and

• (iv) if that document is given after the end of the Offer Period, and the Offer is not subject to a defeating condition, ARfuels will provide the consideration within 21 days after that document is delivered. However, if at the time the document is given, the Offer is still subject to a defeating condition that relates only to the happening of an event or circumstance referred to in Section 652C(1) or (2) of the Corporations Act, ARfuels will provide the consideration due to you within 21 days after the Offer becomes unconditional.

• (c) If you accept this Offer, ARfuels is entitled to all Rights in respect of Your Shares. ARfuels may require you to provide all documents necessary to vest title to those Rights in ARfuels, or otherwise to give it the benefit or value of those Rights. If you do not give those documents to ARfuels, or if you have received the benefit of those Rights, ARfuels will deduct from the consideration otherwise due to you the amount (or value, as reasonably assessed by ARfuels) of those Rights, together with the value (as reasonably assessed by ARfuels) of the franking credits, if any, attached to the Rights. Any such deduction will be made from any ARfuels Shares otherwise due to you on the basis that one ARfuels Share is worth $0.011 (being the last recorded sale price of an ARfuels Share on the last trading day before the Announcement Date).

• (d) If you have accepted the Offer and you are a Foreign Ineligible Shareholder, you will be paid your share of proceeds from the sale of the ARfuels Shares in accordance with Section 11.7.

• (e) Payment of any cash amount to which you are entitled under the Offer will be paid to you by cheque in Australian currency. Cheques will be posted to you at your risk by ordinary mail (or in the case of overseas shareholders, by airmail) to the address as last provided by Wentworth to ARfuels.

• (f) The obligation of ARfuels to issue and allot any ARfuels Shares to which you are entitled will be satisfied by ARfuels:

• (i) procuring that your name is entered on the register of members of ARfuels; and

• (ii) dispatching or procuring the dispatch to you by pre-paid post to the address as last provided by Wentworth to ARfuels, an uncertificated holding statement in your name. If Your Shares are held in a joint name, an uncertificated holding statement will be issued in the name of, and forwarded to, the holder whose name appears first in Wentworth's register of members as last provided by Wentworth to ARfuels.

• (g) If at the time you accept the Offer or at the time the consideration is provided under it:

• (i) any authority or clearance of the Reserve Bank of Australia or Australia tax Office is required for you to receive any consideration under this Offer; or

• (ii) you are resident in or a resident of a place to which, or you are a person to whom any of the following applies:

  • (A) Banking (Foreign Exchange) Regulations 1959 (Cth);

  • (B) the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);

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• (C) the Charter of the United Nations (Sanction – Afghanistan) Regulations 2001 (Cth);

• (D) the Iraq (Reconstruction and Repeal Sanctions) Regulations 2003 (Cth); or

• (E) any other law of Australia or elsewhere that would make it unlawful for ARfuels to provide consideration for Your Shares,

then your acceptance of this Offer does not create or transfer to you any right (contractual or contingent) to receive the consideration specified in this Offer unless and until you obtain all requisite authorities or clearances.

11.7 Foreign Ineligible Shareholders

• (a) If you are a Foreign Ineligible Shareholder, you will not be entitled to receive ARfuels Shares as the consideration for Your Shares as a result of accepting this Offer, and ARfuels will:

• (i) arrange for the issue to a nominee approved by ASIC (Nominee) of the number of ARfuels Shares to which you and all other Foreign Ineligible Shareholders would have been entitled but for Section 11.1(d) and the equivalent provision in each other offer under the Offer;

• (ii) cause the ARfuels Shares so issued to be offered for sale by the Nominee on the ASX as soon as practicable and otherwise in the manner, at the price and on such other terms and conditions as are determined by the Nominee; and

• (iii) cause the Nominee to pay to you the amount ascertained in accordance with the formula:

N x your ARfuels Shares / total ARfuels Shares

where:

'N' is the amount which is received by the Nominee upon the sale of all ARfuels Shares under this Section 11.7 less brokerage and sale expenses;

'your ARfuels Shares' is the number of ARfuels Shares which would, but for Section 11.1(d), otherwise have been allotted to you; and

'total ARfuels Shares' is the total number of ARfuels Shares allotted to the Nominee under this Section 11.7.

• (b) You will be paid your share of the net proceeds of the sale of ARfuels Shares by the Nominee in Australian currency.

• (c) Payment will be made by cheque posted to you at your risk by ordinary mail (or in the case of overseas shareholders, by airmail) at the address last provided by Wentworth to ARfuels within the period required by the Corporations Act.

• (d) Under no circumstances will interest be paid on your share of the net proceeds of the sale of ARfuels Shares by the Nominee, regardless of any delay in remitting these proceeds to you.

11.8 Conditions of this Offer

Subject to Section 11.9, the completion of this Offer and any contract that results from an acceptance of this Offer, are subject to the fulfilment of the conditions set out below:

• (a) Minimum acceptance

At the end of the Offer Period ARfuels and its associates have a relevant interest in at least 90% (by number) of the Wentworth Shares on issue at that time.

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(b) Conduct of Wentworth business

Except for any proposed transaction or matter the material terms of which have been publicly announced by Wentworth to the ASX before the Announcement Date or in the ordinary course of business, during the period commencing on the Announcement Date and ending at the end of the Offer Period, none of the following events occurs nor is an intention to do any of the following announced:

• (i) a member of the Wentworth Group through its action or omission acquires, offers to acquire, agrees to acquire or comes under an obligation to acquire one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets) for an amount in aggregate greater than $100,000;

• (ii) a member of the Wentworth Group enters into, offers to enter into or announces that it proposes to enter into any agreement, joint venture, partnership, management agreement or commitment which would require expenditure, or the foregoing of revenue, by one or more members of the Wentworth Group which is, in aggregate, more than $100,000;

• (iii) a member of the Wentworth Group incurs or commits to, or grants to another person a right the exercise of which would involve the Wentworth Group incurring or committing to, any capital expenditure or liability in respect of one or more related items of greater than $100,000 other than as a consequence of the Offer (including, without limitation, fees payable to its Advisers and the Independent Expert); or

• (iv) a member of the Wentworth Group enters into or agrees to enter into any contract of service or management contract, or varies or agrees to vary any existing contract of service or management contract with any director or officer of the Wentworth Group, or pays or agrees to pay any retirement benefit or allowance to any director or officer of the Wentworth Group, or makes or agrees to make any substantial change in the basis or amount of remuneration of any director, officer or other employee of the Wentworth Group (except as required by law or provided under any agreement or arrangement as in effect and publicly disclosed as at the Announcement Date).

(c) Distributions

During the period commencing on the Announcement Date and ending at the end of the Offer Period, Wentworth does not make or declare, or announce an intention to make or declare, any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie).

(d) Wentworth minimum cash

At all times during the period commencing on the Announcement Date and ending at the end of the Offer Period, Wentworth has net cash of at least $14 million.

(e) Prescribed occurrences

None of the occurrences specified in Section 652C of the Corporations Act happens in relation to Wentworth or any member of the Wentworth Group during the period commencing on the Announcement Date and ending at the end of the Offer Period.

11.9 Nature and benefit of conditions

• (a) The conditions in Section 11.8 (inclusive) are conditions subsequent. The non-fulfilment of any condition subsequent does not, until the end of the Offer Period, prevent a contract to sell Your Shares from arising, but entitles ARfuels by written notice to you, to rescind the contract resulting from your acceptance of this Offer.

• (b) Subject to the Corporations Act, ARfuels alone is entitled to the benefit of the conditions in Section 11.8, or to rely on any non fulfilment of any of them.

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• (c) Each condition in Section 11.8 is a separate, several and distinct condition. No condition will be taken to limit the meaning or effect of any other condition.

11.10 Freeing the Offer of conditions

• (a) ARfuels may free this Offer, and any contract resulting from its acceptance, from the conditions in Section 11.8, either generally or by reference to a particular fact, matter, event, occurrence or circumstance (or class thereof), by giving a notice to Wentworth and to ASIC declaring this Offer to be free from the relevant condition or conditions specified, in accordance with Section 650F of the Corporations Act. This notice may be given:

• (i) in the case of the condition in Section 11.8(e) (no prescribed occurrences), not less than 3 business days after the end of the Offer Period; and

• (ii) in the case of all the other conditions in Section 11.8, not less than 7 days before the end of the Offer Period.

• (b) If, at the end of the Offer Period (or in the case of the conditions in Section 11.8(e) (no prescribed occurrences), not less than 3 business days after the end of the Offer Period), the conditions in Section 11.8 have not been fulfilled and ARfuels has not declared the Offer (or it has not become) free from those conditions, all contracts resulting from the acceptance of the Offer will be automatically void.

11.11 Official quotation of ARfuels Shares

• (a) ARfuels has been admitted to the official list of the ASX. ARfuels Shares of the same class as those to be issued as consideration have been granted official quotation by the ASX.

• (b) An application will be made within 7 days after the start of the bid period to the ASX for the granting of official quotation of the ARfuels Shares to be issued in accordance with the Offer. However, official quotation is not granted automatically on application.

• (c) Pursuant to the Corporations Act, this Offer and any contract that results from your acceptance of it are subject to a condition that permission for admission to official quotation by the ASX of the ARfuels Shares to be issued pursuant to the Offer being granted no later than 7 days after the end of the Offer Period. If this condition is not fulfilled, all contracts resulting from the acceptance of the Offers will be automatically void.

11.12 Notice on status of conditions

The date for giving the notice on the status of the conditions required by Section 630(1) of the Corporations Act is 24 January 2013 (subject to extension in accordance with Section 630(2) of the Corporations Act if the Offer Period is extended).

11.13 Withdrawal of this Offer

• (a) This Offer may be withdrawn with the consent in writing of ASIC, which consent may be subject to conditions. If ASIC gives such consent, ARfuels will give notice of the withdrawal to the ASX and to Wentworth and will comply with any other conditions imposed by ASIC.

• (b) If, at the time this Offer is withdrawn, this offer has been freed from all the conditions in Section 11.8, all contracts arising from acceptance of the Offer before it was withdrawn will remain enforceable.

• (c) If, at the time this Offer is withdrawn, the Offer remains subject to one or more of the conditions in Section 11.8, all contracts arising from its acceptance will become void (whether or not the events referred to in the relevant conditions have occurred).

• (d) A withdrawal pursuant to this Section 11.13 will be deemed to take effect:

• (i) if the withdrawal is not subject to conditions imposed by ASIC, after the date that consent in writing is given by ASIC; or

61

• (ii) if the withdrawal is subject to conditions imposed by ASIC, after the date those conditions are satisfied.

11.14 Variation of this Offer

ARfuels may vary this Offer in accordance with the Corporations Act.

11.15 No stamp duty or brokerage charges

• (a) ARfuels will pay any stamp duty on the transfer of Your Shares to it.

• (b) As long as Your Shares are registered in your name and you deliver them directly to ARfuels, you will not incur any brokerage charges in connection with your acceptance of this Offer.

11.16 Governing laws

This Offer and any contract that results from your acceptance of it are to be governed by the laws in force in Victoria, Australia.

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12 Definitions and interpretation

12.1 Definitions

In this Bidder's Statement and in the Acceptance Form unless the context otherwise appears, the following terms have the meanings shown below.

Term	Meaning
Acceptance Form	the transfer and acceptance form accompanying this Bidder's Statement.
Adviser	a financial, legal, accounting, technical, or other professional or expert adviser to a
	person.
Announcement Date	the date of the announcement of the offer to acquire all of the shares in Wentworth by
	ARfuels, being 15 November 2012.
ARfuels	Australian Renewable Fuels Limited ABN 66 096 782 188.
ARfuels Board	the board of directors of ARfuels.
ARfuels Director	a director of ARfuels.
ARfuels Group	ARfuels and its Subsidiaries.
ARfuels Option	an option to subscribe for an ARfuels Share, details of which are set out in Section
	2.2(b).
ARfuels Share	a fully paid ordinary share in the capital of ARfuels.
ARfuels Shareholder	a person holding ARfuels Shares.
ASIC	the Australian Securities and Investments Commission
ASX	ASX Limited, or the Australian Securities Exchange, as the context requires.
ASX Listing Rules	means listing rules of the ASX.
ASX Settlement	ASX Settlement Pty Limited.
ASX Settlement	the operating rules of the settlement facility provided by ASX Settlement.
Operating Rules
B5	a fuel blend containing 95% mineral diesel and 5% biodiesel.
B20	a fuel blend containing 80% mineral diesel and 20% biodiesel.
Bid	an off-market takeover bid in accordance with the Corporations Act in respect of all of
	the Wentworth Shares.
Bid Conditions	conditions of the Offer which are set out in Section 11.8.
Bidder's Statement	this document, being the statement of ARfuels under Part 6.5 Division 2 of the
	Corporations Act relating to the Offer.
Business Day	a day which is not a Saturday, Sunday or public holiday in Melbourne, Victoria.
CGT	capital gains tax.

63

Term	Meaning
CHESS	the Clearing House Electronic Subregister System operated by ASX Settlement, which
	provides for the electronic transfer, settlement and registration of securities.
CHESS Holding	a holding of shares on the CHESS Subregister of Wentworth.
CHESS Subregister	has the meaning set out in the ASX Settlement Operating Rules.
Competing Proposal	any expression of interest, offer or proposal by any person (other than ARfuels or its
	associates):
	(a) to consider or enter into any transaction which, if ultimately completed, will have
	the result that;
	(i) any person or two or more persons who are associates (other than
	ARfuels or its associates) will, or would reasonably be expected to,
	acquire voting power in 50% or more of Wentworth Shares; or
	(ii) a person (other than ARfuels or its associates) will, or would reasonably
	be expected to, acquire control of Wentworth, within the meaning of
	Section 50AA of the Corporations Act,
	including by way of a takeover bid, scheme of arrangement, amalgamation,
	merger, capital reconstruction, consolidation, shareholder-approved Wentworth
	Share acquisition or issuance, share buy-back or repurchase, reverse
	takeover, establishment of a new holding entity for Wentworth or any other
	transaction or arrangement with Wentworth;
	(b) to acquire, have a right to acquire or obtain an economic interest in (whether
	directly or indirectly) all or a substantial part of the assets or business of the
	Wentworth Group; or
	(c) to form a dual listed company structure, stapled security structure or other form
	of synthetic merger having the same or substantially the same effect as a
	takeover bid for, or scheme of arrangement or merger in respect of, Wentworth.
Controlling Participant	has the meaning set out in the ASX Settlement Operating Rules.
Corporations Act	Corporations Act 2001(Cth) as amended from time to time.
Encumbrance	(a) a mortgage, charge, pledge, lien, hypothecation or a title retention
	arrangement;
	(b) a notice under Section 255 of the Income Tax Assessment Act 1936 (Cth),
	subdivision 260-A in schedule 1 to the Taxation Administration Act 1953 (Cth)
	or any similar legislation;
	(c) any other interest in or right over property (including a right to set off or withhold
	payment of a deposit or other money);
	(d) any other thing that prevents, restricts or delays the exercise of a right over
	property, the use of property or the registration of an interest in or dealing with
	property; or
	(e) an agreement to create anything referred to above or to allow any of them to
	exist.
Exclusivity Period	the period between the date of the Merger Implementation Deed and the end of the
	Offer Period.
Foreign Ineligible	a Wentworth Shareholder whose address as shown in the register of members of
Shareholder	Wentworth is in a jurisdiction other than Australia or its external territories or New
	Zealand, unless ARfuels otherwise determines (in its absolute discretion) after being
	satisfied that it is not unlawful, not unduly onerous and not unduly impracticable to
	make the Offer to a Wentworth Shareholder in the relevant jurisdiction and to issue
	ARfuels Shares to such a Wentworth Shareholder on acceptance of the Offer, and that
	it is not unlawful for such an Wentworth Shareholder to accept the Offer in such
	circumstances in the relevant jurisdiction.

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Term	Meaning
Independent Expert	the independent expert appointed by Wentworth to prepare an expert's report to be
	included in the Target's Statement.
Issuer Sponsored	a holding of Wentworth Shares on Wentworth’s issuer sponsored subregister.
Holding
Material Adverse Event	any change, event, effect, occurrence or state of facts that is, or expected to be,
	material and adverse to the assets, liabilities (including contingent liabilities that may
	arise through outstanding, pending or threatened litigation or otherwise), business,
	operations, financial condition or prospects of ARfuels or any of its subsidiaries taken
	as a whole.
Merged Group	the combination of ARfuels and Wentworth and their related bodies corporate, which
	will exist as a result of the Offer, should the proposed merger proceed to its conclusion.
Merger Implementation	the Merger Implementation Deed entered into between Wentworth and ARfuels on 13
Deed	November 2012.
Mineral Diesel	a fuel obtained from petroleum distillation that is used in diesel engines.
Nominee	has the meaning given in Section 11.7(a)(i).
Offer	the offer for Wentworth Shares made under the Bid and the terms and conditions
	contained in Section 11.
Offer Period	the period during which the Offer will remain open for acceptance in accordance with
	Section 11.2.
Officer	a director, secretary, other officer, employee or agent.
Participant	an entity admitted to participate in the Clearing House Subregister System under Rule
	4.3.1 and 4.4.1 of the ASX Settlement Operating Rules.
Pre-Bid Acceptance	has the meaning given in Section 4.8.
Agreements
Pre-Bid Accepting	has the meaning given in Section 4.8.
Shareholder
Register Date	the date set by ARfuels under Section 633(2) of the Corporations Act, being 17
	December 2012.
Related Body	has the meaning given to that term in the Corporations Act.
Corporate
Relevant Interest	has the same meaning as given in Sections 608 and 609 of the Corporations Act.
Representative	in relation to an entity means each of the entity's Related Bodies Corporate and each
	of the Officers and Advisers of the entity or any of its Related Bodies Corporate.
Rights	all accreditations, rights or benefits of whatever kind attaching or arising from Shares
	directly or indirectly at or after the Announcement Date (including, but not limited to, all
	dividends and all rights to receive them or rights to receive or subscribe for shares,
	notes, bonds, options or other securities declared, paid or issued by Wentworth or any
	of its Subsidiaries).
Subsidiary	has the same meaning as in the Corporations Act and includes a controlled entity of
	the relevant person.

65

Term	Meaning
Superior Proposal	a Competing Proposal which the Wentworth Board in good faith determines is, or is
	reasonably likely to result in, a proposal by the person making the Competing Proposal
	that is more favourable to Wentworth Shareholders than the Offer, taking into account
	all terms and conditions of the Competing Proposal and having obtained written advice
	from its financial advisers.
Takeover Transferee	the CHESS Holding to which Wentworth Shares are to be transferred after the Offer is
Holdings	declared unconditional.
Target's Statement	the target's statement prepared by Wentworth in accordance with the Corporations Act
	in response to the Bid.
Unmarketable Parcel	a number of ARfuels Shares which is less than a marketable parcel under the market
	rules of ASX.
Wentworth	Wentworth Holdings Limited ABN 41 080 167 264.
Wentworth Board	the board of directors of Wentworth.
Wentworth Directors	a director of Wentworth.
Wentworth Group	Wentworth and its Subsidiaries.
Wentworth Options	the 15,000,000 unlisted options over Wentworth Shares on issue at the Register Date.
Wentworth Share	a fully paid share in the capital of Wentworth.
Wentworth	a person holding Wentworth Shares.
Shareholder
Your Shares	subject to Section 11.1(h) and Section 11.1(i), the Wentworth Shares:
	(a) in respect of which you are registered, or entitled to be registered, as holder in
	the register of members of Wentworth at 5.00 pm (Melbourne) on the Register
	Date and any new Wentworth Shares of which you are registered or entitled to
	be registered as the holder on the register of members of Wentworth from the
	Register Date to the end of the Offer Period as a result of the exercise of the
	Wentworth Options; or
	(b) to which you are able to give good title at the time you accept this Offer during
	the Offer Period.

12.2 Interpretation

In this Bidder's Statement and in the Acceptance Form, the following rules of interpretation apply unless the contrary intention appears or the context requires otherwise:

• (a) a reference to time is a reference to Melbourne time;

• (b) headings are for convenience only and do not affect interpretation;

• (c) the singular includes the plural and conversely;

• (d) a reference to a section is to a section of this Bidder's Statement;

• (e) a gender includes all genders;

• (f) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

• (g) A$, $, dollars or cents is a reference to the lawful currency in Australia, unless otherwise stated;

66

• (h) a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;

• (i) a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns;

• (j) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;

• (k) a reference to any instrument or document includes any variation or replacement of it;

• (l) a term not specifically defined in this Bidder's Statement has the meaning given to it (if any) in the Corporations Act; and

• (m) a reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and individually.

67

Approval of Bidder's Statement

Date: 17 December 2012

This Bidder's Statement has been approved by a resolution unanimously passed by the directors of ARfuels.

Signed for and on behalf of ARfuels Limited

==> picture [122 x 55] intentionally omitted <==

Phillip Garling Director

68

Annexure A – Announcements since lodgement of 2012 Annual Report

Date	Announcement title
10/12/2012	Change of Director's Interest Notice
10/12/2012	Appendix 3B
29/11/2012	Results of Meeting
29/11/2012	Annual General Meeting Presentation
21/11/2012	Company Secretary Appointment/Resignation
19/11/2012	WWM: Letter to Shareholders
15/11/2012	Becoming a substantial holder for WWM
15/11/2012	Merger Implementation Deed
15/11/2012	Merger Announcement
13/11/2012	Trading Halt Request
13/11/2012	Trading Halt
31/10/2012	September 2012 Quarter Shareholder Update

69

Corporate Directory

Directors

Philip Garling (Chairman) Andrew White (Managing Director and Chief Executive Officer) Michael Costello (Non-Executive Director) Deborah Page (Non-Executive Director) Julien Playoust (Non-Executive Director)

Secretary

Mark Licciardo

Registered Office

Level 5 409 St Kilda Road Melbourne VIC 3004

Tel: +61 3 9981 0010 Fax: +61 3 9981 0020

Website

http://www.arfuels.com.au

Legal Adviser

Baker & Mckenzie Level 19 181 William Street Melbourne VIC 3000

Share Registry

Computershare Investor Services Pty Limited Yarra Falls GPO Box 52 Melbourne VIC 3001

70

==> picture [158 x 228] intentionally omitted <==

==> picture [313 x 842] intentionally omitted <==

from ToP: tanK farm, daytanK area, distillation system.

AUSTRALIAN RENEWABLE FUELS LIMITED (Abn 66 096 782 188) level 5, 409 st Kilda road, melbourne ViC 3004 Tel +61 3 9981 0010 | fax +61 3 9981 0020 info@arfuels.com.au | www.arfuels.com.au

==> picture [244 x 713] intentionally omitted <==

Return your Form:

To Your Broker:

Return this form directly to your stockbroker

Australian Renewable Fuels Limited

ABN 66 096 782 188

By Mail:

Computershare Investor Services Pty Limited GPO Box 52

000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

MELBOURNE VIC 3001 AUSTRALIA

For all enquiries:

Phone:

(within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000

Transfer and Acceptance Form - Share Offer

CHESS

Your form must be received by the end of the Offer Period.

This is an important document that requires your immediate attention. It can only be used in relation to the Wentworth Shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your fi nancial or other professional adviser.

Return your form to your Controlling Participant (normally your stockbroker) and allow enough time for them to initiate acceptance on your behalf in accordance with ASX Settlement Operating Rules.

This form relates to an off-market takeover ( “Offer” ) by Australian Renewable Fuels Limited ( “ARfuels” ) to acquire all of Your Shares in Wentworth Holdings Limited ( “Wentworth” ) pursuant to a Bidder’s Statement dated 17 December 2012 and any replacements or supplements ( “Bidder’s Statement” ). Terms defi ned in the Bidder’s Statement but not in this form have the same meaning as in the Bidder’s Statement unless the context requires otherwise.

How to accept the Offer

As your Wentworth Shares are in a CHESS holding, you may contact your controlling participant directly (normally your stockbroker) with instructions to accept the Offer, if you do this, you will need to sign and return this Transfer and Acceptance Form to your Controlling Participant. If you want the Bidder to contact your Controlling Participant on your behalf, sign and return this form to the address below so that it is received in suffi cient time to allow your instruction to be acted upon by the last day of the Offer Period. This will authorise the Bidder to instruct your Controlling Participant to initiate acceptance of the Offer on your behalf.

If you sign and return this Transfer and Acceptance Form, you warrant to the Bidder (and authorise the Bidder to warrant on your behalf) that you have full legal and benefi cial ownership of the Wentworth Shares to which this Transfer and Acceptance Form relates and that the Bidder will acquire them free from all mortgages, charges, liens, encumbrances (whether legal or equitable), restrictions on transfer of any kind and free from any third party rights.

Step 1: Registration Name

Your consideration will be issued in the names as they appear on the latest copy of the Wentworth register, as provided to ARfuels. The current address recorded is printed above and overleaf. If you have recently bought or sold Wentworth Shares your holding may differ from that shown. If you have already sold all your Wentworth Shares, do not complete or return this form.

Step 2: Consideration

Please read carefully. You will be deemed to have accepted the Offer for ALL of Your Shares.

Step 3: Signing Instructions

To be effective the Wentworth Shareholder must sign this form accordingly to these instructions: Individual: Where the holding is in one name, the Wentworth Shareholder must sign.

Joint Holding: Where the holding is in more than one name, all of the Wentworth Shareholders must sign.

Power of Attorney: Please attach a certifi ed photocopy of the Power of Attorney to this form when you return it. If this form is signed under Power of Attorney, the attorney declares that he/she has no notice of the revocation of the Power of Attorney.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person in the box labelled ‘Sole Director and Sole Company Secretary’. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone as ‘Sole Director’. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to attest to the offi ce held and delete any inappropriate title.

Deceased Estate: All executors must sign and a certifi ed copy of Probate or Letters or Administration must accompany this form.

Entering the contact details of the person you authorise to speak about this holding is not compulsory, but will assist us if we need to contact you.

Turn over to complete the form 

==> picture [145 x 35] intentionally omitted <==

Transfer and Acce tance Form p

Registration Name & Shareholder Details

Registration Name: MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

X 123456789

IND

For your security keep your SRN/HIN confi dential.

Change of address. Shareholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Securityholder Details: Subregister:

CHESS

Your Wentworth Shareholding as at :

1234567890

Broker:

Consideration

The consideration applicable under this Offer is 5.7 ARfuels Shares for every 1 of Your Shares. Your acceptance of the Offer will be treated as being for all Your Shares registered as held by you at the date your acceptance is processed.

Signature of Shareholder(s) This section must be completed.

I/We accept the Offer made by ARfuels for Wentworth Shares and I/we agree to be bound by the terms and conditions of the Offer and transfer ALL of my/our Wentworth Shares as per the above instruction.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Director Director/Company Secretary Sole Director and Sole Company Secretary Contact Contact Daytime / / Name Telephone Date Email Addres ~~s~~

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited (CIS) as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS using the details provided above or email privacy@computershare.com.au

WWM T K O

1 5 9 2 3 8 A

Return your Form:

Australian Renewable Fuels Limited

ABN 66 096 782 188

 By Mail: Computershare Investor Services Pty Limited GPO Box 52 MELBOURNE VIC 3001 AUSTRALIA

For all enquiries:

000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Phone:

(within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000

Transfer and Acceptance Form - Share Offer

ISSUER

Your form must be received by the end of the Offer Period.

This is an important document that requires your immediate attention. It can only be used in relation to the Wentworth Shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your fi nancial or other professional adviser.

This form relates to an off-market takeover ( “Offer” ) by Australian Renewable Fuels Limited ( “ARfuels” ) to acquire all of Your Shares in Wentworth Holdings Limited ( “Wentworth” ) pursuant to a Bidder’s Statement dated 17 December 2012 and any replacements or supplements ( “Bidder’s Statement” ). Terms defi ned in the Bidder’s Statement but not in this form have the same meaning as in the Bidder’s Statement unless the context requires otherwise.

How to accept the Offer

As your Wentworth Shares are held in an Issuer Sponsored holding, simply complete and return this form to the address above so that it is received no later than 7pm (Melbourne time) on the last day of the Offer Period.

If you sign and return this Acceptance Form, you warrant to the Bidder (and authorise the Bidder to warrant on your behalf) that you have full legal and benefi cial ownership of the Wentworth Shares to which this Transfer and Acceptance Form relates and that the Bidder will acquire them free from all mortgages, charges, liens, encumbrances (whether legal or equitable), restrictions on transfer of any kind and free from any third party rights.

Step 1: Registration Name

Your consideration will be issued in the names as they appear on the latest copy of the Wentworth register, as provided to ARfuels. The current address recorded is printed above and overleaf. If you have recently bought or sold Wentworth Shares your holding may differ from that shown. If you have already sold all your Wentworth Shares, do not complete or return this form.

Step 2: Consideration

Please read carefully. You will be deemed to have accepted the Offer for ALL of Your Shares.

Step 3: Signing Instructions

To be effective the Wentworth Shareholder must sign this form according to these instructions:

Individual: Where the holding is in one name, the Wentworth Shareholder must sign.

Joint Holding: Where the holding is in more than one name, all of the Wentworth Shareholders must sign.

Power of Attorney: Please attach a certifi ed photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person in the box labelled ‘Sole Director and Sole Company Secretary’. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone as ‘Sole Director’. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to attest to the offi ce held and delete any inappropriate title.

Deceased Estate: All executors must sign and a certifi ed copy of Probate or Letters or Administration must accompany this form.

Entering the contact details of the person you authorise to speak about this holding is not compulsory, but will assist us if we need to contact you.

Turn over to complete the form 

I 123456789

==> picture [145 x 35] intentionally omitted <==

Transfer and Acce tance Form p

Registration Name & Shareholder Details

Registration Name:

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

IND

For your security keep your SRN/HIN confi dential.

Change of address. If incorrect, mark this box and make the correction in the space to the left.

Shareholder Details: Subregister: Your Wentworth Shareholding as at :

Issuer

1234567890

Consideration

The consideration applicable under this Offer is 5.7 ARfuels Shares for every 1 of Your Wentworth Shares. Your acceptance of the Offer will be treated as being for all Your Shares registered as held by you at the date your acceptance is processed.

Signature of Shareholder(s) This section must be completed.

I/We accept the Offer made by ARfuels for Wentworth Shares and I/we agree to be bound by the terms and conditions of the Offer and transfer ALL of my/our Wentworth Shares as per the above instruction.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Director Director/Company Secretary Sole Director and Sole Company Secretary Contact Contact Daytime / / Name Telephone Date Email Addres ~~s~~

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited (CIS) as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS using the details provided above or email privacy@computershare.com.au

WWM T K O

1 5 9 2 3 8 B